


First Loves

by TigerDragon



Category: The Amazing Spider-Man (Movies - Webb)
Genre: Alien Sex, Alternate Universe - Always a Different Sex, Character Death Fix, Consent Issues, Desperation, F/F, For Science!, Genderfuck, Grief/Mourning, Non-Graphic Violence, Outdoor Sex, Superheroic crossdressing, Unhealthy Coping Mechanisms
Language: English
Status: Completed
Published: 2014-06-12
Updated: 2015-07-10
Packaged: 2018-02-04 08:17:57
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 14
Words: 29,245
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1772110
Author URL: https://archiveofourown.org/users/TigerDragon/pseuds/TigerDragon
Summary: <blockquote class="userstuff">
              <p>Penny can't let Gwen Stacy die. </p><p>She won't. A lot of people <i>say</i> they'd do anything to keep the person they love. Most of the time, they aren't asked to find out just how far they're willing to go or just how much 'anything' might cost.</p><p>Of course, most people aren't Spider-man.  Most people don't have the options she does.</p><p>But there's deciding to resort to desperate measures, and then there's living with the results afterward....</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

  * Inspired by [The Sky Receding](https://archiveofourown.org/works/482070) by [KiaraSayre](https://archiveofourown.org/users/KiaraSayre/pseuds/KiaraSayre). 



> Much, much love for KiaraSayre's _The Sky Receding_ and movie Gwen. Death by a thousand burning paper cuts to the writers who fridged her. 
> 
> Oh, yes, we also don't own Spider-man. Because if we did, we assure you, nothing like that would have happened on a movie screen without the summary ejection into space of the entire production team (excluding the actors, who we like). 
> 
> Um. You may notice we're a little upset about the _Amazing Spider-man 2_ ending. Some people lay down until the feeling passes. We write fanfic. It's a coping mechanism.
> 
> Word of warning: This is a Spider-man story involving symbiotes. Those come in two flavors, in my experience - psychological and eldritch horror on the one hand and corny morality tales on the other.
> 
> This is not a corny morality tale. You have been warned.

Penny Parker had now gone twelve days without a joke, which was a new record for her. Her last record, three days, involved mononucleosis and a throat so sore she couldn’t speak - she’d finally resorted to drawing silly pictures to make fun of Harry Osborn and his inability to pick up his own clothes. She was _thinking_ the quips all the time that she wasn’t too tired to think anything at all, though. Sometimes even when she couldn’t keep her eyes open.

Quipping had always been like breathing for Penny, and she wasn’t breathing now. Not really. She’d poured the last air in the world into Gwen Stacy’s throat, forcing the lungs of the woman she loved to draw air and her heart to beat until the paramedics could find Gwen’s phone from the open line, trying to keep Gwen in the world just a little bit longer.

Catastrophic cervical fracture was apparently the technical term. That or internal decapitation - about the time she’d heard the doctor use that phrase, Penny had lost the ability to make sense of the world for a while. Gwen’s family and the doctor hadn’t even really meant for her to hear. They were just too busy being in shock to notice Penny tagging along for a while.

Visiting privileges were tough to get. Helen Stacy never really thought much of Penny from the start, and having her husband die and her daughter put on life support right next to the ‘lunatic’ Penny made money photographing for the paper (and who, incidentally, Penny happened to be, which was a secret Penny was still amazed had survived handing Gwen over to the paramedics) had not improved Penny’s stock even a little. On the other hand, Penny being too crushed to even argue seemed to generate some pity points, so Penny has an hour with Gwen every day.

She spent that hour with Gwen, talking to her about nothing or sometimes not even talking at all, just hoping that the universe would give her one more miracle and open Gwen’s eyes. Bring her back to talking, irritated, stubborn life.

The other twenty-three hours, she spent either sleeping or trying to manufacture that miracle. Her parents’ archive at Roosevelt Station was stuffed with literally decades of research, organized only by date and code words she didn’t know, and it all had to do with healing and life prolongation and genetic manipulation. Harry Osborn thought Penny’s blood could save his life - maybe, with the right formula, it could save Gwen’s without turning her into a giant spider or something equally awful.

Of course, Harry Osborn was a raving psychotic now, but Penny would take her hope where she could get it. Not least because imagining a world without Gwen Stacy in it sent her scraping along the edge of a total meltdown.

Aunt May didn’t ask her where she’s going, or why she didn’t come home some nights, or whether Gwen was ever going to wake up. Aunt May didn’t ask her anything since Penny came home the night they put Gwen on life support and told Aunt May that Gwen could die in a voice like the heat death of the universe.

That was twenty days ago. Five days ago, Penny overheard Helen talking to the doctors about ‘withdrawing life support.’ She hasn’t slept since. Two days ago, she gave up on her parents’ archives because she didn’t have that kind of time left. Which was how she came to be wearing her Spider-man suit for the first time since the night Gwen almost died, tucked up under a ledge on 6th Avenue and staring up at the Oscorp Tower, thinking about breaking and entering. Thinking about how many millions and billions of dollars Norman Osborn threw into trying to heal the human body.

Thinking about Gwen’s body, still and quiet in an empty hospital room that Harry Osborn put her in just to hurt Penny. Just to make Penny bleed.

Under the circumstances, Penny wasn’t inclined to worry about property damage or even about the safety of security personnel, so she didn’t bother with sneaky. It wasn’t necessary. The advanced glass that the tower was fitted with was intended to absorb earthquake vibrations and stop bullets. It barely slowed her down. A few months after she’d gotten her powers, she’d tried roughly measuring her pounds per square inch when she wasn’t holding back. She’d run out of available materials before arriving at a number.

Apparently, the windows weren’t up to it.

There’d be an alarm by now, of course. Security on the way. Some sort of lockdown. That was all right - she’d planned for that. It took her less than thirty seconds to cross half the length of the building and force the doors of the central elevator - not the glass-framed ones used by most of the employees, but the closed box with the heavy security cameras watching it in the lobby. Not that she knew what she was looking for - anything that would actually help Gwen would be off the books, hidden in the guts of the building because the Osborns were too obsessive about being the kings of their castle not to keep the most important stuff close. She’d check the office at the top, first - see what she could get out of the computers. Then she’d take the whole building apart down to the basements if she had to. She wasn’t leaving without something she could use.

If it weren’t for the overkill of security, she’d have missed the gap between floor sixty-six and sixty-seven completely. Of course, without her spider sense she’d also probably have died horribly when the dozens of darts that came flashing out of hidden launchers poked her full of holes and dumped horrible poisons into her. Best defense, good offense, etc. The launchers made a really annoying whine once she’d jammed them up with webbing, but it didn’t last long. Motor burnout was just one of those things.

The seam of the door hidden in the wall took a few seconds to find, but not long. Enhanced sense of texture was part of the spider powers package. Getting leverage and prying it open took longer. Almost too long - her spider sense was screaming a warning by the time she got the doors apart enough to throw herself through, and the elevator car came hurtling up the shaft behind her at what was definitely not a safe speed. She hit the metal flooring rolling, caught a pillar with one hand and wrapped herself up onto it.

Silence. Her spider sense settled down to a low background hum of danger while she surveyed the room room full of glass cases - some empty, some full of weird tech (were those mechanical arms?).

“Now how do I....” She leaned over the case next to her and wiggled a hand; blue and green letters and images started crawling over the screen. Some sort of heat-seeking jet spear. Right. No help. But that answered that question. A quick survey of the room turned up a lot of scary looking devices but nothing that looked medical. She was on the clock here, secret lab or no secret lab.

Movement caught her peripheral vision, and she spun around. Found herself looking at her own reflection, the start of a data crawl, and the world’s boxiest lava lamp made with something viscous and black. Creepy. She flicked a look at the data scrolling by anyway, and the words ‘regenerative qualities’ jumped right out and practically bit her.

Oscorp lab. Maybe not the best metaphor. She slid her hand against the glass, manipulating the scroll. _Life form, unknown classification, extraterrestrial origin. Samples produced massive regeneration in host cells in some cases. Experimental data unavailable. Classification: resource intensive study, uncertain yield. Retain in storage._

Massive regeneration. Yeah, that was the ticket. She tried selecting the door release, was prompted for her security code and decided that her fist through the glass was as good an answer as any. The computer didn’t exactly agree, from the sound of the alarms and the metal door trying to drop on her arm from the ceiling, but a flick of her wrist got web on the box and she had it up against her chest when she hit the floor again with all her limbs still intact. Heavy. The thing must have a hell of a cooling system. Maybe she’d look at it later.

Lying on the floor and catching a nap was sounding far too tempting. If she was going to run tests on this thing before she used it to help Gwen, she’d need a little sleep first.

The elevator doors hissed open, reminding her that if she wanted to do anything at all except wind up a lab experiment for Oscorp, she needed to get a move on. Keeping the box under one arm, she bounced up onto the ceiling and started crawling as slowly as she could between the pillars and glass boxes. Lots of people didn’t remember to look up. If she stayed on the ceiling, she might be able to make it to the elevator without having to hit anybody. Not that she had a problem with hitting Oscorp goons, exactly. More that she was too tired to waste her energy on it.

A flare of her spider sense told her she might not have a choice. She threw herself away from the gunfire that suddenly stitched the ceiling, already getting set up to throw a kick in smarter-than-usual thug number one, and then the arm she had around the box reminded her that she couldn’t use it right now and she had to abort into a sort of awkward handspring instead. Even so, she missed most of the bullets. Of the three she didn’t, two wound up in the box.

The other wound up in her shoulder, and it _hurt_. She hit the ground, swearing under her breath, and knew she still had a grip on the box because it was leaking cold black goop all over her. _This could be going better,_ she admitted to herself while she worked on sitting up and not attracting the attention of the flashlights with guns attached to them and not bleeding everywhere at the same time. Then the black stuff dripping along her chest started to move. Crawl. Slither. Stretch.

Somehow, Penny Parker managed not to scream.

Then the pain in her shoulder stopped, and suddenly she wasn’t alone in her head anymore. This wasn’t like her spider sense, which was more like a radar in her brain - it had feelings. Intent. It felt pain. It wanted to make her stop hurting.

It recognized the hot coals of anger in her chest, the ones she’d been nursing for Oscorp since George Stacy died on their roof and their science nearly killed the city twice, and it poured the gasoline of its own hate over them. _Captive. Pain. Alone. Unheard._

 _Not alone._ Penny’s rage curled protectively around the other self in her head, her fingers clenching into fists. _Never again._ Gwen filled her head, falling. _Help me._

A ripple of understanding. Agreement. One of the flashlights swung toward them. The well-dressed thug holding the gun made a sound like he was choking on his tongue, and Penny smiled. The Other smiled with her.

They did scream. All of them. But not for very long.


	2. Chapter 2

Midtown Hospital was quiet and dark. A few lights glittered in windows here and there where doctors worked late into the night over emergency patients or tests that couldn’t wait, but most the hospital was asleep or worse. Visiting hours were definitely over. This was about as far from visiting hours as you could get.

Not that Penny Parker gave a fuck about visiting hours.

She came in through the window. It was locked, of course, but that wasn’t really a problem. Not anymore. Not with the Other to wriggle through cracks and seams, find the latch and pull it up. Not when she could have ripped the whole window right out of the wall if she wanted.

But someone might hear that, and she needed to be alone with Gwen.

 _The door._ Before the thought even finished forming, the Other had reached out and found the locks to close it. She smiled, and felt its pleasure at her approval. They’d only known each other a little while, but she’d already figured out that the Other wasn’t actually all that smart. Clever and intuitive, yes, but it needed someone to do the thinking for it. Well, she’d be happy to do that. Thrilled, even. Because there were so many, many things the Other could do for her. Including the one thing she needed more than she needed anything else in the world.

She was going to save Gwen Stacy.

“Hey,” she whispered, reaching up to pull off a hood that didn’t exist anymore and then stopping herself. _You know what I want, right?_

The Other flowed away from her face, then down her shoulders, and suddenly the whole skin-tight suit was shifting and reshaping itself. By the time it was done squirming around, she was wearing fitted jeans and a button-up with a hoodie. Well, they looked and felt like those things, anyway. _Clever girl._

A fresh pulse of happiness washed back to her. She smiled for a second, sharing it, then felt the ache in her chest swallow it again. Even the Other couldn’t make that pain go away, even if she’d wanted it to. At least, not by wishing.

So she leaned down and kissed Gwen’s forehead, stroking careful hands through the ragged blond strands of her hair, and lay down on the bed next to her like she always did - careful with the wires and the IVs. “Hey,” she whispered. “I’ve got a lot to talk about, but I’m kinda sick of talking to you when you can’t talk back and set me straight. So how about we get out of here, huh?”

Gwen didn’t say anything. Well, comas could do that. Penny bit down a hysterical rush of laughter, kissed Gwen’s forehead again and then slipped her hand under the sheet to rest it against Gwen’s belly. On both sides of her skin, she felt the Other shift and shiver with anticipation.

“All right, inkblot,” she breathed. “Do your thing.”

It hurt. Sweet fucking God, did it hurt. If giving birth to a real kid was anything like this, even a fraction of this oh-god-I’m-on-fire-why-stop-stop-stop-stop, she was never having one. Never in a million, billion years. She gritted her teeth until they cracked, clenched down on the rail of the bed until it bent under her hand, and kept her eyes closed tight. If it looked anything like what it felt like, she didn’t want to see.

Finally, mercifully, it stopped. She slumped against the bed, the Other almost viscously limp against her, her ‘clothes’ more like a drapery of black tendrils and a pool under her at the moment. But she had to open her eyes. Had to. Had to know. But her damned eyelids wouldn’t lift.

She felt the bed twitch. She couldn’t breathe.

Gwen’s hand brushed her cheek. “Penny? What the hell...”

“So you were falling and I caught you except I kind of broke your neck a little but I gave you CPR and stuff so you were still alive when the paramedics got there but you had brain damage and were in a coma and your mom was going to disconnect you and I couldn’t let that happen so I broke into Oscorp and stole some stuff and I maybe infested you a little with a symbiotic ooze thing from outer space but you’re alive and breathing and I really need to kiss you now but I can’t really move so could you just kiss me and then we can talk about it when I don’t feel like I’m been awake for a month and this must be a really good crazy dream that I might wake up from any second.”

Gwen sat up, gingerly at first but moving with more of her easy confidence by the time she got upright. “I can’t even leave you alone for five minutes, can I,” she complained, gathering Penny to her, and making a face when she came into contact with the goopy mess all over her very naked girlfriend. “God, this is like some kind of Lovecraft porn. We are going to have a very, very long talk about this, Penny.”

“Talking is good.” Penny was crying now, crying so hard she could barely breathe, but the words came tumbling out anyway. “Talking is fine, all the talking you want as long as you can talk back to me.”

“Hey.” Expression softening, Gwen stroked Penny’s even-more-wild-than-usual hair. “I’m here. I’ve got you.” She paused. “Outer space?”

“Yeah. I mean, originally. Oscorp scraped Inky off a meteorite, put it in a lab and ran experiments on it. A lot of them. So I’m not really sure how much is original material and how much is Oscorp biotech, and Inky’s not really smart enough to tell me - just give me impressions.” Penny shifted, a thread of concern working itself up through her general elated exhaustion, and reached out for the Other. _You just feel how I feel, or is something wrong?_

 _Tired/hungry/content_ rolled back over her. Right. Penny’s own stomach rumbled. _You and me both, babe._

Gwen was staring at her like she couldn’t decide whether or not to throw her out the window. “This is not good, Penny. You lucked out with the spider bite, but this is way beyond genetically modified arachnids. This is you...” She stopped, searching for a word before giving up and making a twisty gesture at Penny. “...with an alien lifeform - which you also gave me, thanks very much for asking like you always do, asshole - we know almost nothing about and oh God what the hell is that?”

Penny peeked out from behind the hand she’d tried to hide behind. “Um. That’s probably yours. Probably still squirming around fixing things in there.”

Horrified rage was really the only way to describe Gwen’s face. “Oh my God, why the hell do I still like you even a little,” she groaned. Sighed. Gave Penny a once-over, finally daring to prod at the puddle of mobile black ooze trying to crawl its way back onto Penny’s torso. “You have to get yourself and your...Inky? God, you really called it that, didn’t you - out of here. You can’t be here when the nurses come by. Actually, they should be here by now since my monitor has to have told them I’m awake.” Her eyes narrowed. “What did you do, Spider-jerk?”

“I maybe locked the door a little,” Penny mumbled into the pillow she’d pulled over her face. “And maybe picked the totally quiet middle of the night to come do all this. Because it seemed like a good idea at the time.”

Snorting in derision, Gwen cast about the room, zeroing in on one of several flower arrangements sent by well-wishers-slash-sympathizers. “Eat a few of those chrysanthemums. Coma patients don’t get many chocolates.”

Before Penny could even start in on the ‘why am I eating flowers and what does that have to do with chocolates’ line of quipping that was percolating through the tired sludge in her brain, the Other shot out a tentacle - there really wasn’t any other word for it - and dragged three whole arrangements into the bed with them. Then it, well, ate them. Absorbed them. No, ate - Penny was pretty sure there were teeth involved. Sharp teeth and a lot of them. That was new and disconcerting.

A high-pitched, disbelieving squeak escaped from Gwen’s mouth, which she was busy covering with a hand.

“You know,” Penny said, mouth definitely getting out ahead of her brain, “I always thought I couldn’t eat pizza fast enough....”

Glaring murderous daggers at Penny, Gwen waited while the Other ate. Once it was done  - and rather thoughtfully put the empty vases back on the dresser - it flowed back onto Penny and rearranged itself into the hoodie and jeans outfit again. Gwen’s eyebrows went up, which went oddly with the glare.

“Yeah...” Penny ran a hand over the jeans and found them jean-like. “I didn’t know it could do that, either. Feeling better, babe?”

The Other hummed sluggishly. Definitely still tired and hungry, but better. That made Penny feel better, too. Then she realized that she’d said that last bit aloud about the time that the pillow wound up hitting her in the face.

“Unlock the door and get out,” Gwen said, only half-poisonously, and jabbed the ‘call nurse’ button above her bed. “I’ll call you once everyone stops freaking out and I’m not seething with rage.”

“Soon?” Penny said hopefully, and bounced across to the door (which the Other unlocked) and then bolted back out the window before she could get hit with another pillow. Gwen was mad at her. That was okay. That was _more_ than okay. Gwen was awake to be mad at her.

Penny had never been so happy to have someone mad at her in her life.


	3. Chapter 3

“Ugh.”

“Ugh?” Penny’s voice on the phone was an almost comically intense mix of hope, joy, concern and desperately restrained snark. The last didn’t hold up very long. “Ugh. Ugh ugh ugh ugh? Uuuugh.”

Gwen would have been more annoyed - or charmed, sometimes it was nearly the same thing with Penny - if she hadn’t been on the other side of three days of nonstop medical tests. Not to mention the Broadway-worthy emoting pretty much everyone had been doing in her direction the whole time.

“Ugh. Grar. Phtttttthhbbt. Nng.”

“Nnnrgh. Mrna. Snerph,” Penny sympathized. “Snurgle?”

Finally breaking down laughing, Gwen rolled over and buried her face in her pillow until the giggles mostly subsided. “I liked ‘snurgle.’ Even if it sounds like snuggling in snorkel equipment.”

“I know a rental place. I could totally get us the gear.”

Gwen lost it again for a minute. “I think the fins would be uncomfortable.” She stretched. “So. I have a lot of sympathy for lab rats now. Well, more than before.”

“I’ll get you cuddly blanket scraps you can give them. You already have a cuddly blanket and my hoodie and, um, lots of cuddly things or I would be on the way there right now with something cuddly which is not myself unless, you know, you wanted me in which case you could totally have me and I’m going to stop talking now.”

“Good plan,” Gwen smiled. It was just impossible not to when Penny was being adorable like that. Stupid Penny cuteness.

There was a lull in the conversation, and the semi-resurrected dragged a bag of semi-sweet chocolate chips closer. Popping a few in her mouth, she looked thoughtfully at the ceiling.

There was traffic noise that wasn’t coming in her open window. “Where are you?”

“Um. Upside-down. I needed to get out of the house. So I went, you know, around,” Penny mumbled.

Palm covering her eyes, Gwen sighed. “‘Around’ wouldn’t happen to be on, say, my block, would it? I mean, I know we have the best upside-down spots in town.”

“Um. No. I mean, yes, you do. Definitely the best. But I’m not there. Right now.” Penny’s denial was suspiciously specific.

“God. You are the only person whose restraining order would have to include vertical feet, too.” She let Penny hang in suspense for a bit on that one. More chips made her feel a little better. Less wrung-out.

“There isn’t an actual restraining order, right?” Penny finally said. “Because then I’d be in, well, more legal trouble than usual. Because staying away from you is not really one of my super-powers.”

“I think it must be your super-weakness, stalker.” A few more chips. “But no, I haven’t filed a restraining order for Penny Parker or Spider-man. So far.”

“Huh. You know, I bet Spider-man would be really hard to subpoena. I wonder if and nevermind I’m not talking about the right now. I’m Miss Relieved My Girlfriend Doesn’t Completely Hate Me right now.”

Grinning, Gwen shook her head. “Not completely, no.” There were only a few more chips left in the bag, now. Annoying. “I am still very angry. Deep, towering, fire-of-a-thousand-suns angry.”

“Can something be deep and towering at the same and nevermind again! I am respecting the fire of the thousand suns. I am made of respect.”

“You know what? I think I’d rather have you here, the better to throw things at you.” Her hand hit the bottom of the bag. It crinkled sadly. She sighed, stood up, tossed it in the trash.

On top of three other empty bags of semi-sweet chocolate chips.

“Shit.”

“Are you okay should I be there now are you revoking my invitation is Godzilla attacking?” Penny didn’t so much radiate concern as flood a couple of blocks with it.

“I just finished my fourth bag of chocolate chips. Today. It’s like I’m preg - ”

Gwen froze. “Oh god, it’s exactly like I’m pregnant, only with weird alien ooze and you did this to me, you complete ass, you’re the douchebag boyfriend who knocks up his girl because he can’t be bothered to put on a fucking condom and okay I’m freaking out and my window is open and...” She took a deep breath, watching her hand shake. “God.”

“So, in this story, am I somehow endowed with a magical life-saving cock or....” A pair of white eye-shapes in a black mask peeked around the corner of her window, and then Penny squeaked. “Um. Wow. Hi. Um. Hi. That’s .... um. Visual.”

The expression on her face felt like a pretty good mix of ‘what the fuck are you talking about’ and ‘if you don’t come here and hug me you will never see me naked again.’ “Yeah, I’m crying and angry and probably have chocolate on my face all at the same time.” She grabbed a tissue. “Get in here.”

Penny sort of bounced inside, not actually touching the bed or the floor in the process of getting around next to Gwen, and sort of sidled her arms around her from the right, which was not the usual Penny full-body-hug experience. The mask sort of melted back into the neck of the ‘costume,’ which was a creepy thing for later freaking out because they were hugging now and that was infinitely necessary.

The back of Penny’s neck was warm and shivering a little, and it took Gwen a couple of seconds to realize that one of her hands was on Penny’s back and the other was sort of tucked around her hip, but she could still feel the back of Penny’s neck.

Her eyes snapped open, and she discovered that she was sort of right. A deep red, softly undulating set of ...wings? fins?...stretched from Gwen’s sides to envelop Penny in an embrace more thorough than any tetrapod could hope for. Penny’s suit was flowing - there was really no other word for it - where the red touched it, and Penny’s eyes were huge and her mouth was forming the words ‘oh shit, oh shit’ over and over without making any actual sounds.

Luckily for them, Gwen’s shock prevented her from screaming before she remembered that her mother and brother would come running. Apparently, her distress didn’t go unnoticed, because suddenly the red ooze was giving her a full-torso hug with some black mixed in. And Penny. Penny was also hugging her in there somewhere. That part was at least sort of normal.

Gwen closed her eyes and repeated ‘oh my God’ for a while, crying off and on, until she could pull herself together a little. They had re-located to the bed, and the part of her mind that wondered if the ooze would stain the comforter set her off on a hysterical set of giggles.

“Hey. No laughing. I didn’t make a joke. You’re not supposed to laugh when I don’t make a joke,” Penny objected weakly, stroking a hand through Gwen’s hair.

Shaking, Gwen went through some breathing exercises until she could speak again. “This. Is so not anything I ever expected to deal with.”

The red ooze was wiggling around on her, and Gwen got a wave of simple, bright emotion that reminded her of an adoring puppy hoping it had made its owner happy. Penny’s suit - thing - Inky seemed to be sticking to a mostly solid skin around Penny, but sometimes tendrils reached out to adjust the red stuff on Gwen like it was trying to tidy said puppy up. Or reassure it. Or something.

“I’ve been planning for this since I was four,” Penny said.

Gwen gave her a worried look. “Now is when you want me to laugh, right?”

“No, really.” Penny ran with it. “I have it in my goal diary. ‘Seek out strange new life and new civilizations. Boldly go where no one has gone before.’ Especially in fashion choices.”

“I hate you,” Gwen said, already lost in another laugh. “Seriously.”

Penny said something quippy in return - probably - but Gwen didn’t hear it because she’d reached out her hand to gently touch her red...puppy. It immediately flowed up to meet her, and it was weird and ridiculous but the wave of happiness it communicated - and her own wonder - banished her terror. “Oh. Hey. Good girl.”

It made a happy not-sound in her head and squirmed. And okay, the squirming wasn’t just outside her skin but inside and that was definitely profoundly weird, but it was really, really happy and sorting out her emotions from its emotions was mainly a matter of how much simpler its emotions were.

Then it made itself a little fanged face to rub against her hand, and that was both adorable and totally creepy at the same time.

“If it starts singing and demanding blood, I will feed you to it, Penny,” Gwen remarked. “Wow.”

“Yeah. Huh. Inky’s never done... that....” Penny twitched, then very slowly turned her head like she was listening to something. “Oookay, maybe let’s save that for later, huh? Yeah? Okay. Good monster from outer space. I’ll find something to feed you in a minute. Or two. Um.” She shook her head. “They don’t seem to - well, Inky doesn’t seem to - like blood. Particularly. Flowers or meat or pasta or really anything vaguely edible seems to work.”

“Or chocolate.” Gwen was scratching under the chin it had manifested for the purpose when it stretched up on a pseudopod-slash-neck and started licking the chocolate smears off her face. It felt like a kitten’s tongue. Only much longer.

She stared at Penny, whose face was going through a positively mime-like set of contortions. “I’m going to wake up in a minute, right? And then I’m going to call you and tell you how weird my dream was.”

“I will not believe for a minute your dream could possibly be this weird,” Penny mumbled. Gwen stared at alien-puppy.

“Yeah, me neither.” 


	4. Chapter 4

“I come bearing chocolate,” Penny Parker said, sitting on Gwen’s fire escape in the afternoon two days later because their body-guests seemed to be a little less active during the day and that meant the possibility of a vaguely normal date - albeit one involving what looked like four boxes of ultra-dark chocolate bars. The fact that vaguely normal dating involved Penny showing up at her window was so far below Gwen’s weirdness horizon at this point that it barely merited mention.

“Your offering is acceptable,” Gwen called from her closet. Getting space-puppy to stay hidden had taken some doing, but apparently the incentive had been helping her figure out how to emulate clothing. She still couldn’t hold any shape or color for longer than a few minutes, but having a mysteriously new scarf every few blocks wasn’t a problem in a city like New York.

Well, belt. July was pretty muggy.

“Thank you, my lady. Your faithful knight is honored you approve,” Penny snarked from the bedroom, bumping audibly around the furniture. “Oooo, Oxford. Expensive stationary. Do they have it made by special fairies in a special paper factory?”

Finally emerging in a white-and-red sundress (space-puppy as a wide, metallic silver belt for the time being), Gwen rolled her eyes. “England is a real place, you know. They have physics and everything.”

Penny composed her face into a mask of devastated disappointment. “You mean it’s not all Hogwarts and King Arthur? There’s no Oxford quidditch team?”

“They aren’t quite as Darwinistic as people who think major head injuries are a reasonable game hazard.” Gwen smiled as she put her arms around Penny’s neck. “Those wizards must not like their own kids very much.”

“All that practice I’ve been doing wasted....” Penny sighed, then nuzzled against Gwen’s neck and made a soft, aching sound that seemed to come from somewhere in the base of her chest.

“Hey.” She leaned back a little to search Penny’s face. “Something wrong?”

“You’re gorgeous and wearing the perfume your mom hates you wearing and you’re walking around,” Penny mumbled, hugging her tightly. “There is a God and he is my very very bestest friend from now on.”

Smiling and basking in her girlfriend’s appreciation, Gwen carefully did not mention how things had worked out with Penny’s last best friend. Or that symbiotic alien super-ooze was up there on the list of ‘mysterious ways.’

“Mm. Does Spider-Man lurk in the church rafters, or do you slouch in the back pews with your hair sticking up?”

“I just converted a minute ago and already you want me to make decisions?” Penny managed a funny face. “Maybe I need to rethink this whole religion thing.”

Gwen kissed Penny lightly, then stashed half a dozen chocolate bars in her purse. The rest were cached under the bed within easy reach. “Good to go. I’ll meet you on the sidewalk after I reassure my mother that the world won’t end.”

“I’ll walk around the block twice and then catch a showing of the Lion King,” Penny snarked, then vanished out the window before Gwen could get a really good glare going. It wasn’t like Penny didn’t have a point, it was just... family. Family was complicated.

Her mother was obviously trying to hold herself together around near-panic, so Gwen made it as short and to the point as possible. Yes, she and Penny were going to the park to walk and eat hot dogs and watch amateur and Little-League baseball. Yes, her phone was on and fully charged. Yes, of course she’d come home the minute she felt unwell. Helen Stacy looked like she’d much rather have kept Gwen locked in her room until she turned thirty, but the guilt of only waiting three weeks to pull the plug on her daughter made her easy to overrule.

Gwen might have felt bad about it if she hadn’t been so hurt.

The sight of Penny Parker waiting right outside her building, sunshine lighting up that mop of hair,  lifted some of her gloom. Even if she was still exploring how angry you could be at someone and still want to date them.

“Hey, gorgeous.” Penny gave her a completely goofy smile. “You looking for someone? Because if your boyfriend isn’t here, I have tickets to the best baseball game in the city for the next couple of hours and a hot dog with your name on it.”

Giving Penny an exaggerated once-over, Gwen smirked. “Make it three hot dogs and you have a deal.” She slipped her hand into Penny’s and started toward the subway station. Pedestrians flowed around them without breaking their attention from their phones. Eyes closed, she lifted her face to the sun, smiling. “Thank God for New York.”

“Mmm.” Penny nuzzled against her, fingers lacing with hers. “Even if inflation really bites. I remember when you could get a girl to go to a game with you for, like, half a hot dog and some chili fries.”

Gwen laughed. “Not my fault Xena eats so much. That one’s on you.”

Somewhere in her abdomen, space-puppy gave a sleepy wriggle, and the ‘belt’ around Gwen’s waist turned red. Apparently the alien was already answering to her nickname.

“Xena? Seriously?” Penny made a face. “Does that make me Gabrielle? I don’t want to be a bard. I have a terrible singing voice.”

Rolling her eyes, Gwen punched Penny’s arm lightly. “No, its short for xenomorph. I need to get a better look at her before I can do the full taxonomy, and if it sounds like a dog’s name we can talk about them in public. And you named yours Inky, so don’t even start.”

“It looked like a giant ink blot! What else was I supposed to call it?” Penny winced and rubbed her shoulder. “Ow. You punch a lot harder now.”

“No I didn’t, I just - oh.” She stopped, looked at her free hand, which unhelpfully - thankfully? - looked just like she remembered her hand looking before the coma. “Well, at least now I know where some of those calories are going.” She turned a sharp look on Penny. “Are you stronger now, too? Are there any other changes?”

“Um.” Penny threw a significant look at the street around them, hooked her arm around Gwen and pulled her into an alley. Checked both ways. Shot two streams of glistening webbing up to the roof and bounced them up the wall like a reverse rappel. Landed.

It was still a rush. A terrifying, wonderful rush. Penny must have thought so, too, because she kissed Gwen on the mouth before she sat down on the roof.

“Can we not talk about my biology in public?”

A little dazed from the kiss and the adrenaline, Gwen blinked. “Yeah, sorry. Not that I said anything that would sound out of place in a gym, but yeah.”

“Paranoid. My ex-best-friend is apparently a psychopath and my girlfriend and I are playing host to space aliens and my aunt nearly walked in to find me cocooned on the ceiling in black goop last night, and I’m really trying to have a nice date and not freak out.” Penny stopped for breath earlier than usual. “Ugh.”

Hand ruffling through the softness of Penny’s hair, Gwen kissed her on the forehead. “Hey. We’re both here. We’re the top two graduates of Science High’s class of ‘14. You’ve coped amazingly well with the whole superhero thing, we’ve saved New York from lizard men and a living battery and we have chocolate and it’s a nice day out. We can handle this.”

“Yeah.” Penny took a deep breath. “Okay. Yeah. I’ve got the brilliant Gwen Stacy on my team. I can do this.”

They kissed again. It just seemed like the thing to do.

“I’m faster. Stronger. A lot stronger. Tougher, too. Inky’s even generating webbing for me out of its own body mass if I’m not wearing my shooters or if it just gets to it faster than I can. And I think my IQ might be up ten points.” Penny ran a fingertip along Gwen’s cheek. “So I guess that’s probably good. Ish.”

“Ish?” Gwen frowned in concern. “Does that maybe hint at things that are less than good? Or are you just trying to play it cool?”

“It’s just...” Penny sighed, shifting her shoulders, and her clothes rippled. “I keep waiting for the other shoe. My luck isn’t this good. My luck is _never_ this good. I steal a symbiotic alien lifeform from Oscorp and it saves your life with its kid, and then it goes about making me the million-dollar Spider-Man, and there’s no downside except for creepy tendrils, eaten clothes, and a craving for extra chocolate? Really? Does that sound like my life?”

Pulling the smaller girl in for a hug, Gwen sighed against Penny’s shoulder. “You’re right that we don’t know much about them. I’ve been dying to get to a lab or at least a microscope, but I can’t think of anywhere I could do it without risk of exposure and I’m about ready to blow some of my savings on Amazon.” She blinked. Pulled back, looking at Penny’s t-shirt. “It eats your clothes? Does that mean...”

“That I’m wearing all Inky, all the time?” Penny smiled crookedly. “Yep. Pretty much. I can’t convince it not to eat my outfits and then emulate them. I think it gets jealous if I put anything else on. Or maybe it just likes Aunt May’s laundry detergent.”

“Jealous. Of your clothes.”

“Or cranky. Or something. It gets unhappy when I try to put them on, then eats them. What do you want to call that?”

She couldn’t help it. Even with her usual laughter-suppression techniques, Gwen still dissolved into a bad case of the giggles.

“Yeah, yeah. Laugh it up. You’re not the one who had to explain to your Other that it was Not Good to have every inch of your clothes be as sensitive as your fingertips.”

That sobered Gwen up. “Yikes. That sounds awful.” A thought occurred to her, and she experimentally brushed her fingertips over Penny’s shoulder. “Does it feel like it would through clothes? Or something else.”

“Definitely something else.” Penny bit her lip. “Like my skin, but less - I don’t feel it on the skin underneath. It only looks like there’s cloth moving. I can’t actually feel if there’s still skin under it at all, a lot of the time. Which is scarier than it sounds.”

The blood drained from Gwen’s face. “God, Penny. You think it - did something to your skin, too? What about this?” She grasped Penny’s bare lower arm. “Is this Inky too?”

“No. No, that’s me.” Penny let out a slow breath, pressing herself against Gwen. “If it weren’t me, I wouldn’t get the super electrical tingly feeling in my chest I get when you touch me. I don’t think.”

Gwen put her arms around Penny and held on tight, simultaneously trying to get as much skin-to-skin contact as possible. “Okay, Parker. We need a lab. I don’t want to break in anywhere, but we might have to. There’s Doctor Soule’s classroom at school-”

“Um. About that.” Penny nuzzled against her neck tightly. “I have a place. It’s all super-secret and stuff but you’re my girlfriend so you can totally use it. And no I didn’t have it back when we were in high school please don’t kill me.”

Science High’s valedictorian huffed a laugh. “It was, what, a graduation present from the science fairy?”

“Um.” Penny fidgeted, and her voice got really quiet. “It belonged to my parents. It was their... I guess their back-up place. Where they hid everything they didn’t want Oscorp to find.”

Gwen hugged her girlfriend tighter. “Wow. Finding that had to be intense.” She managed to restrain herself for all of ten seconds. “Is their work still there? I know a few of the projects they were part of - it must be amazing stuff.”

“I knew it. You only love me for my science.” Penny heaved an exaggerated sigh.

“No! Well, maybe a little,” Gwen smiled, her laughter shaking both of them. “Mostly it’s your adorkable jokes.”

“Oh, well. That’s okay then. I can live with being loved for my jokes.” Penny squeezed her tightly. “I haven’t really... I didn’t explore. I found it, and then I was looking for a way to cure Harry, and then I was looking for a way to wake you up.”

“That’s okay. We can explore together.” Gwen gave Penny a quick kiss and smiled. “After you get me those hot dogs.”

“Hot dogs are necessary,” Penny agreed, stealing a significantly longer kiss before she let go. “And chocolate ice cream. Lots of chocolate ice cream.”

“Does this secret lab of yours have a freezer?” Taking Penny’s hand, Gwen sauntered towards the edge of the roof. “And if so, how much ice cream will fit?”

“Not nearly enough. But we can totally buy an extra freezer just for ice cream. In fact, we can get two and stack them on top of each other. Or maybe we can just put a whole row of freezers on the roof....”

 


	5. Chapter 5

The muffled rumble of a subway train filtered through Gwen’s sleep, and she groaned and rolled over, reaching for her pillow. Her hand closed around a metal loop instead. With a frown she cracked her eyes open, and at first all she could see was a pleasant red glow.

She blinked to clear her vision. The handle she was grabbing was attached to the flat surface she was lying on. There was red everywhere: a blanket of viscous crimson covered most of her body, was spread out under her like a cushion, curved around her like a tent.

Then the rest of her brain woke up, and with a yell Gwen Stacy realized that she was cocooned on the ceiling of the Roosevelt lab.

Xena rippled and sort of snuggled against her, affection pulsing through their connection. Gwen patted the goo next to her. “Okay, girl, time to let me down.”

Grumbly dissatisfaction pooled along her joints. Xena, apparently, felt about the way Penny did when it came to waking up before noon.

Speaking of which, she had no idea what time it was. The last time she’d checked had been around eleven last night, when she’d texted her mother that she wouldn’t be coming home. The latest rounds of blood tests had been particularly interesting, and she hadn’t wanted to leave them in the middle. She’d worked for a few hours after that, at least.

Her phone was nowhere to be seen. Actually, upon further inspection she wasn’t actually sure where her clothes were. She couldn’t feel them under Xena, and only her face and hands were currently bare. Had she left it in her pocket, or on the bench?

“Xena, if you ate my phone, you are in big trouble.”

Even without actual eyes, her Other did a remarkable job of sending innocent vibes while a red pseudopod slithered out and rooted around the room for a minute before producing her phone. There was a lot more of Xena than there had been a week ago.

How she still managed to hide in Gwen was something the scientist both did and very much did not want to think about.

Taking the phone, she sighed and petted the tentacle that handed it to her. “Good Xena. Phone is not food.”

Ten forty-eight in the morning, one restrained text from her mother and about a dozen from Penny. Three of those could be filed under lovey-dovey ‘I miss you,’ five under ‘hey, New York is weird,’ one under ‘hungry, what should I eat?’ and three under ‘research related creepiness.’

Gwen felt her mouth turning up at the corners. Tapping the ‘call’ icon, she thanked Richard and Mary Parker for the umpteenth time. The satellite connection in the lab made working there much more convenient.

“Hey. Just a second.” There was a long, loud sound sort of like ripping tissue paper before Penny spoke up again in the tenor growl she used for Spider-Man. “There. You! Bad person man! No more of this. Boats stay on the water or on the truck, not rolling along the bridge like ... um... bowling things. So remember that!”

A wind sound, and then a sigh. “Okay, so not one of my better lines. You’re awake. How are you feeling? Is everything okay?”

Hand to her forehead, Gwen gave a despairing groan. “Oh my god. I’ve told you a billion times that Spider-Man can wait to answer the phone until AFTER he’s done...what was that noise, anyway? Wait, no, I don’t want to know.” She took a deep breath. “Of course, I’m stuck to the ceiling in Roosevelt without the normal blood circulation or inner-ear reactions I’d expect.” A pause. “I wonder if Inky got that from you and gave it to Xena, or if they do that on their own.”

“I have no idea, but they seem to really like it. I woke up on the underside of the Brooklyn Bridge this morning. Not that I could tell where I was until I stuck my head out, since Inky has moved on to full-body cocooning.”

Worrying at her lip, Gwen tried not to think about Penny getting caught like that. Based on Inky’s reactions thus far, it wouldn’t be good for anyone. “Yeah, Xena did a sort of blanket-tent thing. It’s kind of soothing, which worries me a little.”

“That we like them doing it so much?” Penny sighed. “Yeah. They’re kinda... Inky really wants to make me happy. I mean, really really wants to make me happy. I was thinking about how nice it would be to have nachos and it basically robbed a nacho cart that was down on the street under me.”

Gwen made a face, and decided that she was done with being on the ceiling. Xena grumbled about it, but lowered her host feet-first to the floor. As she left the bubble Gwen watched the symbiote flow down with her until she was standing and looking at the upside-down pool of red shrinking as it coalesced around her body, settling into the shapes and colors of the jeans and blouse she’d been wearing the night before.

Well, that answered one question.

“That’s definitely worrying.” She sat at the computer and pulled up the data she’d collected over the past week and a half. “Xena’s sort of suggested doing things like that, but listens to me. So far. Probably because she’s still young. Well, younger than Inky.” After dragging a hand through her hair, she scrolled through a spreadsheet. “And now that I’m looking at the numbers, her suggestions are getting more frequent, so I can probably expect similar incidents sometime in the future.”

“‘Similar incidents.’ Wow. You really know how to reassure a girl, Gwen.” Penny laughed tightly, then sighed. “And now it thinks I’m upset with it and is trying to make me feel better by compressing my ribs gently. I know it’s trying to hug me, but it just feels like I’m wearing a corset. Explaining is really hard, too - it’s clever, but not much on vocabulary. I tried a ten minute lecture on property rights and I don’t think it followed anything more complicated than ‘taking food without asking makes Penny upset.’”

Xena, too, could tell that something was troubling Gwen. She rippled gently across her host’s skin and sent inquisitive worry across the connection.

“Okay, that’s something. Has Inky stolen food since?” Opening another notes field, she started recording the new information.

“Not that I’ve noticed. I think I’d notice.” Penny made a sound that meant she was probably stretching. Of course, with Penny, that could mean anything from hanging off the side of a highway to dangling from one hand off the top of the Empire State Building. “I grew new limbs today while I was trying to stop a boat from squishing me. I don’t think anybody saw, but it was really fucking weird.”

The furious typing stopped. “You did? Or Inky did? Or can you even tell?” Gwen shivered, then saved the new data. She could always read or (laboriously) add more from her phone. “Okay, that exceeded my troubling implications threshold. Let’s get brunch and sunshine and cuddle in the park.”

“Yeah. Sunshine. Definitely sunshine. And food. God, I’m hungry.” Penny sighed. “Okay, hanging up now. Meet you at the meatball place on 18th.”

“Great. Love you.”

Gwen started to slide the phone into her pocket, then stopped. _Can you carry this without damaging it?_

Her ‘jeans’ stretched up and hovered next to the phone. _Yes! Can carry for you. Do a good job. Happy Gwen?_

Xena’s host stared as the ‘pocket’ closed around her phone like a mouth and settled back against her hip.

“Sure. Good girl,” Gwen said faintly. Then she shook herself, checked the incubator and the fridges, and turned the lights out before sending the car underneath the tracks again.

She couldn’t get to Penny fast enough.

“Hey.” Penny - wearing jeans and a hoodie that were almost certainly not actually jeans or a hoodie - wrapped one arm around Gwen and balanced a huge bag of take-out in the other, practically radiating concern. “You okay? You look like someone made you chain-watch the Halloween movies.”

Squeezing Penny’s shoulder - and paying attention to how much pressure she used - she smiled wryly. “Weirded out. Worried. Hungry - I ate the last of my purse-chocolate on the way. Simultaneously scared and excited by the fact that we know almost nothing about our puppies. You know. Normal things for a girl our age,” she summarized sarcastically. “Oh. And the almost-dead thing. You?”

“Feeling weirdly naked-in-public. Starving. Cranky. Really cranky. I blame low blood sugar.” Penny kissed her lightly. “Also, inconsistently dressed. My ‘puppy’ has trouble remembering the red and blues.”

“Park?” Gwen started walking after Penny’s nod. “Does that mean your work uniform came out purple?” She rolled her shoulders, noticing that she felt the air on her ‘clothes’ but not in an uncomfortable way. Weird.

“Black and white. When it forgets. Very noir.” Penny nuzzled Gwen’s hair, keeping an arm around her girlfriend’s waist and weaving through the afternoon crowd on Irving. “How’s playing with the chemistry set going?”

Walking in step with Penny was easier than usual - another odd benefit of their new arrangement. Probably. She hoped it was a benefit.

“My blood cells are more resistant to cold, pressure, electricity, and bacteria than normal, and can carry more oxygen. They’re more vulnerable to heat and certain frequencies of vibration. I don’t know how much for any of it, because I don’t have pre-bonding samples, but they’re all at least a little outside the recorded human ranges. Not as far as yours, of course.” She leaned her head on Penny’s. “I’ve run out of easy things to hit them with. I’m going to need more exciting lab equipment to do other tests. I’ll work on other kinds of cells in the meantime, or try to get Xena to sit still again.” The first tests with her alien had ended in a lot of broken microscope slides and Gwen torn between the desires to smack Xena with a newspaper and reassure her that everything would be okay. Maybe this time she could get a look at the symbiote’s cell structure. Assuming Xena had cells.

“Avoid fire and giant speakers.” Penny mimed writing the words in a notebook in front of her. “Got it. If you want something specific, I could always ‘borrow’ some equipment from Harry. You know, as a friendly gesture of apology on his part for going totally nuts.”

Gwen grimaced. ‘Awful’ didn’t even start to cover that breakdown. “Maybe. Though some of what I’d like to use is pretty big. And you realize I wouldn’t let you do it alone.”

“Um.” Penny chewed on the edge of her lip, picking a spot under one of the trees in Gramercy Park and setting the bag of meatballs and noodles down. She shifted around for a minute, visibly looking for something to say, and finally flopped down on the grass with a long sigh. “How can I not have a single good reason to say no and still want to say no so badly?”

Already settled, Gwen took out a set of chopsticks and split them. “Because you think everything is your fault. Which is pretty aggravating, but I think I might, too, if I’d been through what you have.” There were enough meatballs to feed your average family of six, which would probably hold her and Penny for a few hours. Gwen dug in with a laser-like focus.

“Ugh. I hate it when you’re right.” Penny rolled up on her arm and gave Gwen a mournful look. “I can’t convince you to just, y’know, stick to your lab and nice sunny parks? It would make us feel better.”

Gwen froze. “Us?”

Penny blinked. “Me. Me feel better. Isn’t that what I said?”

Finishing the current meatball - because serious problems aside, food was still important - Gwen shook her head. “Nope. You clearly used the first person plural. Which, together with the nacho episode, makes me think we found that other shoe you were worried about.” God, the meatballs were good. Still chewing, she grabbed some noodles.

“Um.” Penny snaked a hand over and grabbed a container and a fork. “Give me the full screen view?”

Gwen swallowed and fished a bottle of lemonade out of the takeout bag. Taking a sip, she started counting on her fingers. “Inky can sense what you want and need.” Another finger went up. “It wants to provide you with these things.” Her ring finger. “It doesn’t seem to care about or even understand the needs of others.” The pinky. “It gets jealous.” Her thumb. “It can give you physical sensations and communicate its emotions.” She wiggled her fingers. “Conclusion: you have a powerful alien plugged into your id, and just like with your skin, you’re losing track of where the line between it and you is.”

For a minute, Penny just sat there and ate meatballs and noodles, eyes a little unfocused with thought. “That isn’t bothering me the way it probably ought to,” she finally said. “The skin thing is freaky, but what you just said is... not freaking me.”

Lips pursed, Gwen drank some more lemonade. “Did you ever have tantrums when you were little? I mean, floor-beating, screaming, throwing stuff, maybe biting. Totally unhinged. Now, imagine Inky-enhanced Spider-Man having one of those.”

“Okay.” Penny bit her lip. “Now I’m a little freaked out. Is that, y’know, likely?”

Gwen squeezed Penny’s knee. “Well, so far you haven’t been acting brattier than usual, so I think we’re okay as long as you and that over-developed sense of responsibility stay in charge.”

“Greater power, greater responsibility. Check.” Penny crooked a grin and wrapped her fingers lightly around Gwen’s wrist. “I should get that on a fridge magnet. I’d make a fortune.”

“Mm,” Gwen said around a meatball. “I haven’t been acting differently, have I?”

“As opposed to all the other times you’ve come back from comas and been bonded with a symbiotic organism?”

“Touche,” Gwen smiled. “I guess everything’s on a different baseline now. Just.” She swallowed. “You’ll help me stay me, right?”

“You? The brilliant and amazing Gwen Stacy?” Penny’s fingers squeezed Gwen’s wrist again. “I wouldn’t ever let you get away. And not in the creepy stalker way that totally sounded like. Um. Can I try that whole reassurance effort again?”

Laughing, Gwen leaned in for a kiss. “I suggest an alternate method.”

“Great plan.” Penny lingered in the kiss for a minute, then sat back and looked down. Grinned. “Hey, look, we’re out of food. We should go get more and take it somewhere, um, private. For eating. The food.”

Snorting, Gwen mussed Penny’s hair. Well, mussed in a different direction. “Didn’t I just tell you to stop talking?”

“Oh. Was that what you were saying? You were kissing me, and there were words. One of these things was definitely more important.” Penny scrambled to her feet, then reached down to offer Gwen her hand. “I feel a need to say something... something.... ‘Come with me if you want to live.’ That was it!”

“Oh my god. You are such a spaz.” Gwen scooped her purse up, and then stopped. Stared. At Penny’s crotch.

“Is that a sock? Please tell me that’s a sock.” Spider-Man passed as a man. That had always been the case. Occasionally Penny had forgotten to remove the sock when she changed back into street clothes, but she was butch enough (and her pants baggy enough) that people either didn’t notice or think it was weird.

But Penny kept talking about Inky eating her clothes. Sparing the socks didn’t seem very likely.

“Um.” Penny looked down, expression blankly confused, and then sort of twitched her hips. Her jaw dropped a little. “One second.” She turned around,  found herself looking at a park full of people, then turned around some more until she was facing a tree. And then she, well, checked herself. Which set off a blush intense enough that Gwen could see it on the back of Penny’s neck.

“Ooooookay,” Penny Parker said slowly, “we are officially not in Kansas anymore.”

Gwen looked up at the tree. It was a good tree. Green. Leafy. Ten seconds later, she took a deep breath.

“And by Kansas, you mean being a standard human with standard human female gentialia?” Would the weirdness ever stop? Or, maybe, stop increasing on a logarithmic scale?

“Um. Well, no. We’re still in that Kansas. I think. Yeah, pretty sure. Maybe in one of the border counties with Indian raids and oh God please stop me now.”

When she finally looked at Penny, the blush was still going strong. Gwen stood up and took her girlfriend’s hand. “Okay. Now I’m just curious.”

Penny Parker blushed so hard her clothes actually changed color.

“God, it’s cute when you do that,” Gwen smirked. “So, do you have a nice comfortable rooftop somewhere, or should we go back to Roosevelt?”

“I have rooftops. Lots of rooftops. Controlled access rooftops without security cameras or delicate pointy lab equipment.” Penny got both arms around her and nuzzled against her neck, breathing a little raggedly with what was probably (hopefully?) acute embarrassment. “Anywhere but here. Anywhere except our respective homes and here. Anywhere except...”

“Hush.” Gwen kissed her, and then felt something decidedly not of Kansas against her hip, and inhaled sharply. Okay, maybe not just embarrassment.

“Right. I’m going to drag you into that alley and you can take me anywhere.” There was a beat, and Penny’s face got, if possible, even hotter. Gwen considered, then shook her head. “Nope, I did mean that how it sounded. Shall we?”

“A world of yes.” They made record time to the alley, and equally record time across the rooftops of Manhattan. It was amazing - and very convenient - how little most people looked up.

They stopped on the tallest skyscraper within three or four blocks. Nobody higher would be able to see them without binoculars. There was a nice little patio close to the elevator shaft, flagstones with a bench and a tree and a few rhododendrons. It was the sort of place that looked made for filming an urban romantic comedy. Hopefully nobody was actually scheduled to do that any time soon. That would be inconvenient.

Penny webbed the door, and then Gwen kissed her deeply, heatedly, and with monomaniacal focus. The blonde pushed forward, the photographer stepped back, and soon they were pressed against the tree trunk. There was always a little bit of awkward I-don’t-know-where-to-put-my-hands with Penny at first, before sheer hormonal urgency got the better of nervous flutters and Penny just grabbed whatever was convenient to haul Gwen up against her. At the moment, that was Gwen’s ass, and the taller girl hummed deep in her throat and leaned in closer, one leg between Penny’s, grinding on each other’s thighs, their breasts pressed together.

“I love it when you just can’t help yourself anymore,” Gwen murmured hotly into Penny’s ear. “It’s quite the power trip.”

“Mmmng,” Penny mumbled into Gwen’s neck in what was probably meant to be agreement, hips twitching and squirming, and the change of angle ensured that Gwen was reminded emphatically that whatever it was she was grinding up against was not just Penny’s panties. The heat of it bled through her ‘jeans,’ and that made her even wetter than the firm pressure. Hitching her bent leg up onto Penny’s hip, Gwen moaned as the new addition to their sex lives nestled between her legs.

“God, that’s good,” she breathed. “Can you feel it?”

“Y...yes.” Penny’s voice choked more than a little in her throat. “Oh god yes.”

Gwen sucked at Penny’s lower lip, nails digging into her girlfriend’s shoulders. “I should really feel weird about this,” she said into the kiss, “but as long as it’s not totally creepy, I’m going to fuck your alien hard-on.”

“That is totally creepy, and I do not care. Not even a little. Though if what I’m feeling right now is anything to go by, little isn’t the word.” Penny’s brain was apparently drawing enough power for speech again. Even snark.

Breathless with fire in her eyes, Gwen stepped back, willing Xena to pull back. Her clothes melted away, leaving her completely naked and with a slight quiver beneath her skin that quickly subsided. Penny seemed to take the hint, because her clothes did the same - rippled, shifted into black ink and melted into her skin in patterns that were vaguely like tattoos until they vanished. It looked like they might have tickled or something - Penny was definitely squirming, her lips pressed tight together in a way that drove most of the color out of them. Gwen’s concern dampened her desire a little, and she watched her girlfriend closely.

Same Penny eyes. Same Penny hair. Same dainty Penny breasts and sleek, trim body.

The generously sized thing - she wasn’t sure whether to call it a cock or a dildo or what - jutting forward from between the lips of Penny’s sex was decidedly not the same. But Penny was flushed and breathing hard and looking at Gwen with wide-eyed hunger and adoration, banishing her worries.

She leaned against Penny at an angle, one hand in that unruly brown hair, and let her other hand wander downward as they kissed. She alternated between light brushes and the firmer caress that Penny had always liked, and by the time she wrapped her fingers around the black phallus the shorter girl was almost bruising her shoulders with the urgency of her desire.

It pulsed in her hand and seemed to grow even harder and hotter. Penny groaned roughly and Gwen grinned. “I’m happy to see you, too,” she laughed, stroking the cock. “This is so cool. What does it feel like?”  

“I... like having my clit touched. Less focused. Less like I want to squirm away and more like...” Penny bit her lip, then tried pushing her hips forward into Gwen’s hand. Shuddered, then did it again with more force. “Oh my god. Inky is my new favorite alien ever.”

Gwen smiled at the quip, watching the hazel of Penny’s eyes get smaller as her pupils blew open with arousal. She kept her hand moving on the erection, drinking in Penny’s increasing desperation. Then she slid her knee up to Penny’s waist, rolled her hips, and slowly pushed her tight, wet heat down Penny’s otherworldly cock.

It was bigger than the silicone toy they sometimes used, filling Gwen in a way she hadn’t known she’d been hungry for, and she moaned into the hot, messy kisses she left on Penny’s throat and jaw. Penny’s own sounds were lower than usual, raw and hungry and almost snarling; her lover lifted her right off her feet, shoved her against the curve of the tree and then set about fucking her. That was the only word that applied to the relentless, animal aggression in Penny’s thrusts, the way she claimed Gwen with her body, the loss of control. Absently, Gwen heard the tree creaking with the force of it, and a small corner of her mind knew Xena must be why the bark wasn’t tearing up her back or why she wasn’t bruising under Penny’s superhuman grip. After a moment even the creaking stopped, and then even that last corner of thought was flooded by pleasure and desire. Gwen abandoned herself in it, canting her hips to take Penny as deep as she could, sweating, gasping, and moaning as they fucked each other brainless and oblivious to anything but each other.

They each came several times, explosive firestorms of ecstasy punctuated by Gwen’s screams, Penny’s groans, and the hot, slick feeling of things moving inside them as their Others amplified their pleasure. When Penny’s knees finally gave out, it was entangled red and black limbs that lowered them to the ground and wrapped around them like shared blankets. Gwen could feel Penny’s heart hammering - not just against her ear, where she’d tucked her head against Penny’s chest, but vibrating through everywhere Xena and Penny touched.

“Mister Spock,” Penny mumbled, “has nothing on this.”

“No idea about Spock, but I think I agree,” Gwen sighed, kissing Penny’s collarbone. “Damn.”

“Mmm.” Penny nibbled on her ear lightly. “Next year, all the cool girls will clearly have to have aliens of their own. We’d better not let anyone know so we don’t have to start looking for the next indie sensation.”

“Nobody would ever do any work again,” Gwen mused, watching Xena ripple and feeling very, very affectionate towards her. “Everyone would be too busy eating or screwing.”

“Maybe that’s their invasion plan. Overwhelm us with increased metabolic rates and amazing sex.” Penny murmured. “In which case, all hail our protoplasmic overlords.”

“Amen,” Gwen grinned against Penny’s chest. “Though technically we’re protoplasmic, too. And I still have no idea what they’re made of.” She snuggled closer. “But that can totally wait. Right now is for afterglow with this awesome girl I know.”

“Nope. Not a chance. No matter how cool she is, I have Inky and I’m not letting you unwrap us. Possibly until morning.” Penny yawned. “Or when we get hungry again, whichever comes first.”

 


	6. Chapter 6

Secrecy really blew. You lied to everyone (or almost everyone) in your life. You looked like a flake if your secrets needed attention and you couldn’t say why. You developed some impressive paranoia, loneliness and isolation.

You worked underground away from sunshine, air, and convenient take-out.

Yawning, Gwen finished adding another of the Parkers’ files to her index. They’d been carefully labeled, of course, and well-organized on Roosevelt’s computer, which would have made navigating a breeze if only they’d been using words instead of code numbers known only to Oscorp’s Special Projects division (or maybe just to Richard and Mary Parker, for all they could tell). Almost a month after she’d started, Gwen only had about a third of the data indexed.

She stretched back in her chair down the aisle to avoid smacking equipment, sighing as a series of pops ran up her spine. At the moment, at least, chairs also blew.

Maybe there was still some Chocolate Therapy in the mini-freezer. It used to be a mini-fridge, but after a quick mod from Penny (intended for the vile microwavable meals which Gwen had banned after a week) was now dedicated ice cream storage.

Their current inventory was two pints of Cheesecake Brownie, one of S’mores, one and a half Chocolate Mint, and about two spoonfuls of Chocolate Therapy. Gwen finished that off and grabbed the S’mores and one of their mismatched thrift store spoons.

Settling back into the chair was somehow much more comfortable when she had a mouth full of delicious chocolatey dairy fat.

The next file was labeled E01.10.05.03. She clicked on it, and a video popped up.

“Hello. I’m not entirely sure who’ll be watching this - maybe just me - but I want to try to get my thoughts in order. It’s been the most extraordinary few weeks, and I keep half-expecting a review board or a trip to Norman Osborne’s office to explain how I let things get so far out of hand.” Mary Parker sat behind a desk in an anonymous office, fingertips resting against her cheeks and temples as though applying gentle pressure to chase off a headache, her face pale and a little drawn with fatigue. The video recording was probably from a laptop, based on the angle - advanced tech for ‘03. “The thing that bothers me is that it hasn’t happened yet, that it might not ever happen, and that maybe these kinds of costs are considered acceptable for what we’re working on. It makes me wonder if Richard is right to be worried.

“Still, I can’t escape the feeling that we’re prodding at something far beyond our understanding, something far more dangerous than we realized. At first, I thought being the one to put my name on the first discovery of extraterrestrial life was an enormous honor, but now....”

Pausing the video, Gwen leaned forward, exchanged her spoon for the mouse and opened a text document in one corner of the screen. She studied Mary’s face - warm, even in her exhaustion, and smile lines at the corners of her lips and eyes. Penny’s mother looked like someone who laughed often, someone who made others laugh. Or maybe that was just because Gwen was seeing what Penny would look like at her age.

Then again, maybe not. Assuming (please god) Penny made it to her early forties, her spider-powers might keep wrinkles away.

And that brought up another line of thinking that Gwen had been avoiding - the duration of Inky’s and Xena’s symbiosis, what the long-term effects would be. Shaking herself out of it, Gwen started the video again, taking down notes.

“... I’m beginning to think that it’s more like a fairy tale where you need to be careful what you wish for. The specimen has been here at Oscorp for years; sometimes it feels like we know even less about it than when it arrived, and every one of those years has been paid for in lives. I can’t pretend they’re simply accidents anymore. What’s down in my lab is alive, and God help us, I think it’s killing us on purpose.

“The question is, if I recommend that the sample be put on ice permanently, will I be listened to? Or will they just find someone who isn’t as concerned about the safety of the people working here to continue my work?” Mary Parker let the question hang, stared at the screen for a few more seconds, and then reached out with one hand to stop the video.

Gwen sat staring at the last frame of the video for a while, mind racing furiously. She swallowed some more ice cream, looking at nothing.

She’d known that both Richard and Mary Parker had worked at Oscorp. The genetically modified spiders had been one of the projects she studied while working there herself. Further, once Penny had stopped fussing over Gwen, she’d explained how their careers and lives had ended. But Gwen hadn’t thought about what other projects either of them had been involved in, and now? Hearing that her mother had worked with Inky? Hearing her mother say that the thing living in Penny was a killer?

Penny would have a quietly broody, existential, workaholic freak-out. Or try to.

That would not be a fun week.

Closing the video file, Gwen opened everything starting with E01. The data spanned years - starting when they’d brought Inky to Special Projects shortly after it had crashed on Earth in 1998 inside a pretty normal iron and stone comet fragment. Inky had only been about three milliliters of viscous black liquid at that point, but the initial mass check of those three milliliters had pretty much convinced everyone there had to be something wrong with the scale - 4 kilograms made it a liquid about ten times as dense as lead. That had been how it first entered the Oscorp building - an unknown sample of an extraterrestrial material. Then someone tried to section a piece off, and it had moved. Squirmed, to be exact, right out of the dish and off the table before someone got a container back on top of it.

She would have moved, too. It must have terrified the technician.

Eventually they managed to get it into an electron microscope. It had survived the vacuum of space, after all, and it gave them the exact same problems Gwen had been having with Xena and light microscope slides. First of all, there’d been the problem of getting Inky to hold still enough to view. They’d finally solved that one by lowering the ambient temperature past -200 degrees Celsius, which kept ‘the specimen’ pretty well immobile. Then they saw something that looked like cells in a crystalline structure before the microscope had very expensively fried itself. Originally, the hypothesis was that ‘the specimen’ reflected electromagnetic energy, so then they tried running electrical shocks into it with the expectations that it’d reflect them.

It didn’t. What it did do was cause ‘the specimen’ to increase exponentially in volume and demonstrate the ability to extend steel-hard spikes as much as a meter in what they’d assumed were random directions. Two lab workers and a leading researcher had wound up dead, and five more had to be hospitalized for puncture wounds.

That was when they’d brought Mary Parker on to the project, and she’d taken note of the fact that Inky had not only increased volume but apparent mass without seeming to absorb anything around it and posited that it must be storing at least part of its volume extradimensionally. She’d also suggested that it was possible that their specimen was not only mobile and responsive to stimuli - and therefore almost certainly alive - but also possibly as intelligent as, say, a simple fish or insect in spite of lacking anything that appeared to be a brain or nervous system.

“A little smarter than that,” Gwen muttered. She wondered what Mary would have thought of the nachos. Or Xena communicating in thoughts as clear as language.

The gentle, concerned flutter under Gwen’s skin turned inquisitive. _Problem?_

The scientist exhaled. _Proud. Surprised. Worried. Okay, terrified._

 _Why?_ Xena stirred, which felt sort of like a tickling inside of her ribs. The alien had been still and quiet for a while, as often happened when Gwen was reading and indexing scientific papers. Gwen half-suspected that the process literally bored her Other to sleep.

 _Proud because you’re so smart,_ Gwen told her with affection. _Surprised that Penny’s mom worked with...on your parent._ At that she was quietly apologetic. _Scared that Inky will hurt Penny or someone else._

 _Mom?_ Xena twitched and shifted inside her, the sense of interest growing more intense. _What is?_

 _Parent,_ Gwen thought. _Humans need two parents to reproduce. A mother and a father._ She laughed a little. Having the birds and the bees talk with her alien was something she very much wanted to tell Penny about.

Xena settled a little, seeming to consider that idea. Ripples of thoughtful confusion faded into understanding, and a fresh well of curiosity. _Who? Show._

And now she was breaking out the family photo albums. Xena would want her own Instagram account next.

Gwen Googled Penny’s parents, found a decent-ish picture of them, opened it. _Penny’s mom,_ she thought, focusing on Mary, then did the same with Richard. _They died when Penny was small._ She hadn’t known Penny then, but still felt a pang of sadness. Sometimes she wondered what Penny would be like if they hadn’t been killed. Less broody, probably. Maybe less heroic, too.

She didn’t get all the way through the thought, because an enormous flood of emotion came pouring over her from Xena and she was suddenly wrapped entirely in crimson, fingers sharpened into claws, tendrils wrapping around furniture as if to anchor her in place. It was fear and it was anger, a blazing hatred mixed with the memory of pain, but there was also a terrible longing and clinging, needful obsession that was almost love.

Gasping through the onslaught, Gwen leaned forward and watched as her claws dug into the counter. Her heart pounded in her chest and her ears and it was probably a good thing Xena had anchored her because she didn’t think she could have kept herself from sweeping everything to the floor and running across the whole city. Thinking of any kind was impossible, really. She didn’t know how long it took for Xena to collapse in a shivering mess around her, emotions raw and bloody.

She realized that it was the alien goo equivalent of crying. Gwen could have used a hug herself, but she gathered as much of Xena as she could to herself, stroking the symbiote and murmuring soothing noises. After a little while, she quieted, and Xena started to squeeze and stroke around her in what was probably meant to be a reassuring way. Truthfully, it was more like a cross between a decent massage and being groped all over, but it got the message across.

“That sucked.” Gwen got out of the chair and flopped into the bean bag Penny had added on day four. _I didn’t know you shared memories with your parent._

 _Parent-memories. Ancestor-memories._ A ripple of confusion between her shoulderblades. _How can we know who we are if not?_

Curling on her side, Gwen smiled wryly. _The hard way. Talking with parents. History books, family stories, old photos. Learning our parents’ work. Meeting their friends._ Wanting the darkness, she started to get back up, but a red tentacle flicked the switch for her. _Thanks. With all those other memories, how do you know who Xena is?_

 _Xena is the one bonded to Gwen,_ came the responding thought/feeling.

Gwen let her eyes drift closed, too exhausted for the next question to put her on edge. _Is bonding permanent?_

She could actually feel Xena rooting around in her memory for the concept of permanence. It was singularly weird - having random thoughts and memories go off in the back of her mind like flashbulbs. Finally, carefully, an answer. _Sometimes. Is best._

_Your parent survived without bonding for a while. Did it have a bond before? Could it have a bond after Penny?_

More slow, thoughtful shifting under her skin. Tendrils waved in the air as if exploring it for hidden shapes. _No host before. Parent’s parent had host. Birthed parent. Parent travel long/far. Survive but hurt. Hungry for host-bond. Could have other bond if loses Penny, but not same. Not first-bond._

“Hmm.” Xena was growing and shifting around Gwen, cradling her softly. Soon she couldn’t even tell where the bean bag was any more, and wondered if that had gone the way of their clothing. Well, it had been ratty and Xena was way more comfortable, anyway.

_What happens when the host dies?_

_Sometimes self dies. Sometimes does not. If not, find new host. Make do._ Behind her eyelids, she could see a toothy smile of pride at the deployment of idiom.

“Insect or fish, my ass,” Gwen chuckled.

 _Parent not as clever as we are,_ Xena communicated smugly. _Thinks more with teeth, less with brain._

Now Gwen was laughing. _Like Penny does, sometimes._

Smug, warm agreement radiated into her.


	7. Chapter 7

In the sunshine of a late July lunch hour, the Oscorp tower was particularly attractive and impressive - everything from the spotless, light-refracting glass to the huge holographic display all the way down to the sleek typeface on the signs gave the sense of knowledge, exploration, progress. The birthplace of the future.

As she followed a group of research assistants through the revolving doors, Gwen sighed in relief. Even though Xena had better temperature regulation than clothing, it was still almost ninety degrees outside, and the future had great air conditioning.

In a lot of ways, this was the most dangerous part of her plan. The public lobby was watched by literally hundreds of cameras, not to mentioned armed guards, and they were pretty aggressive about enforcing the mandatory pass rules. But the art gallery and promotion area in front of that, meant for visitors to walk in and be awed by, was always full of people from inside Oscorp taking advantage of the coffee shop and the open space. Not that she wanted any of those people. There were cameras in the shop, too.

But it made a good excuse to hang around until she recognized one of the lab techs from her floor - a tall girl with a Russian accent whose name she’d never actually learned because it was a big floor and you couldn’t meet everyone - whose face would sort of pass for Gwen’s if you squinted hard. And who, more importantly, was leaving the building with the hustle of someone intending to cram a restaurant meal and escape from the grounds into her lunch hour.

Following someone was surprisingly easy. That was sort of worrisome, now that she thought about it, but right now it was working for her. The badge was clipped to the girl’s suit, that much she could see, but she hadn’t quite worked out how she was going to get it away from her yet. That part of the plan was admittedly fuzzy. Maybe she’d take it off while she was eating.

_We could take it._

That was, okay, possible. But it involved either staging what was basically a mugging in broad daylight (and then somehow keeping her from calling security afterward) or having red alien pseudopods flailing around in the street, and neither of those were exactly discreet....

Oh. Oh, god, it was a good thing Penny wasn’t here because whether this plan worked or not, she would never have heard the end of it. Gwen picked an oncoming gentleman - older, reasonably attractive, not likely to have bones that were going to fracture if he hit the pavement - and one of Xena’s tentacles snaked out from under her sleeve and snapped through the legs of the crowd like a silent whip, catching the man’s ankle and sending him stumbling right into Russian tech-girl. They both wound up on their butts on the pavement, her sort of across him, and then the badge was in Gwen’s hand and Xena was nestling back into her skin and radiating smug satisfaction.

Yep. Physical comedy on 6th Avenue. Penny would have tried to take a picture. Maybe a video.

Gwen stopped at the next corner, pretended to have a forehead-slapping realization, and turned back around towards the building. She didn’t so much clip the badge on as hold it near her hip and let Xena grab it.

Pulse speeding up, Gwen hoped that she could pass off her nervous tension as annoyance at missing lunch. She tried not to think about what might happen if she was caught. Harry not being in control anymore (at least officially) didn’t make Oscorp’s security (or lawyers) any nicer.

 _Alley,_ Xena pressed gently against her mind. _Hide from sight._

She did, a question in her thoughts that her symbiote answered with a demonstration once they were standing behind a dumpster.

There was a warm, rippling feeling of being enclosed as Xena expanded to wrap herself entirely around Gwen’s body. She knew from seeing Penny in costume-as-performed-by-Inky that the area in front of her eyes wasn’t actually transparent, but she could see just fine. In fact, her peripheral vision took in a much wider area than normal. But that wasn’t the part that immediately threw her off.

She was at eye level with a piece of the graffiti on the wall that a moment ago had definitely been just over her head.

_Better now._

Looking down at herself, Gwen saw the tech’s clothes, true to every detail down to the ink stain on her sleeve. Her hands were longer, fingers more blunt, no nail polish. Hair in a French twist. Shoes round-toed, sensible flats, and she could only wonder whether her own legs had been elongated or enhanced or...stored?

Not-Gwen’s hand pulled out her phone, and she turned on selfie mode. The Russian woman stared back at her.

“Oh my God,” Gwen said, then squeaked and clapped a hand over her mouth. It wasn’t her own voice, either. It didn’t sound like her memory of the tech’s, but then voices always sounded different from inside the skull of the speaker.

 _Better now,_ Xena affirmed.

“Holy shit.” She took an experimental step. It was not like being in heels. She was just taller. And her center of gravity was, in addition to being higher, a bit farther back than her own. Was that because Gwen had a bigger rack? Christ. Where _was_ her rack?

 _This is really creepy. Amazing,_ she assured Xena, mind still echoing with shock, _but creepy._ _Is this something you and your ancestors do a lot?_

 _Adaptive appearance useful._ A ribble started across the back of her shoulders and neck - Xena was massaging her to reduce tension. _Highly transferred trait._

“Ah.”

Gwen took another couple of minutes to breathe deeply and make sure she wouldn’t trip over her borrowed feet, then went back towards Oscorp.

At the main doors again, things took on a surreal quality. The Russian tech’s reflection looked back at her. Someone else’s hands grasped the handle, and if she hadn’t been prepared she would have stumbled at the disjointed feeling of it being inches lower than it should have been. It made her move more slowly than the average New Yorker, and she got a couple of annoyed glares before she cleared the main traffic flow and joined the trickle of people headed to the checkpoint. By the time she got there, she was moving in her new shape like she’d always been doing it.

It was almost disappointing how little attention the guard gave her as he waved her through the gate.

_This should be more difficult. Shouldn’t it? I could impersonate anyone bigger than me. This should be difficult._

_Why?_

Automatically pushing the right button on the elevator was a comfortingly normal way for things to be easy.

 _We could do a lot of very powerful, very scary things._ Other Oscorp employees - lead scientists, maintenance techs for secure areas, the CEO, board members. Politicians from local to national, including the President. Spider-Man herself, though Xena couldn’t replicate all of Penny’s powers. Not that most people would probably notice.

How deep could it go? Could Xena copy fingerprints? Blood? DNA?

 _Chemical copy. Yes. Need touch._ Fingerprints elicited a moment of confusion, then understanding. _Finger-ridges. Yes. Not by sight. Also touch._

 _Oh, okay,_ Gwen thought as she stepped from the elevator to her old floor. _We aren’t all-powerful. There’s a handshake standing between us and world domination._

Xena perked up - which was sort of a pressure against the inside of her chest, and that was a disturbing thought that should not have already become comforting. _World domination good?_

Smiling brittlely at another tech leaving the microscopy lab, Gwen bit down on a surge of hysteria. _No. World domination bad._ She would not think about all the things she could fix. Nope. Not thinking about it.

Fortunately, unlike the proverbial devil on her shoulder, Xena had a short attention span. _Oh. Bad. Okay._ A pause. _There are cookies in place-with-coffee. Want._

Laughing a little, Gwen made a detour to the breakroom. _Did you smell them?_

_Yes._

_Well, I’m impressed._ One of the nice things about the symbiotic relationship was that when she rewarded Xena with food, Gwen got to eat it, too. Well, if they were undercover. In Roosevelt Xena sometimes snuck ice cream while Gwen was busy with data mining. Considering that Xena didn’t leave any packaging behind - she seemed to eat that, too - it had taken Gwen a while to realize why she sometimes started tasting ice cream for no apparent reason and the stock in the mini-fridge was perpetually decreasing.

She wasn’t sure if it was an accomplishment or just totally weird that she’d gotten her alien to keep a running inventory in dry-erase on the fridge door. But, hey, basic literacy and numeracy were good, right?

 _One, two, three, four, five, six, seven, eight, nine, ten, eleven, twelve, many, lots._ Xena’s bright, sharp amusement rippled in her head.

 _Twelve?_ Pausing, Gwen looked down at the now-empty cookie plate. Oops.

Brushing the crumbs off - or not, because apparently Xena just absorbed the crumbs that landed on parts not her mouth - Gwen made a hasty retreat and got back on track. She had about forty-five minutes left. Maybe longer if the tech got into trouble with security for not having her badge. Best not to count on that.

The primary Programmable Array Microscope in the main bioscience lab at Oscorp was built on the same heroic scale as the building. That wasn’t strictly necessary, since a smaller unit could have done the job almost as well, but the Osborns had always seemed convinced that bigger was in fact better. The only trouble normally was that it was hard to get time on the machine, with so many scientists wanting their samples processed, and the techs were inevitably harried and stuck working late into the night.

Which, on the upside, made what she was about to do really simple.

“Weren’t you going to lunch?” The sandy-haired man at the microscope was about thirty, and if Gwen remembered correctly, his name was Travis. He’d tried to ask her on a date twice. Gwen-her, not Russian-girl-her. Fortunately, he was more preoccupied with the checklist of samples to gather data from than her expression of surprise.

“Roth caught me on the way out,” she said in well-feigned annoyance. “He wants a special analysis by two. Of course he cannot wait.” Sighing, she hefted a clipboard.

“Very urgent, huh?” He looked up, back at his own clipboard, back up again. “It would be a real shame if Kingston’s results got delayed. Terrible. Especially if I was getting coffee while it was happening. Want some?”

“Sure,” she smiled. Maybe Travis wasn’t so bad. She hoped he managed to find a nice straight girl. In fact.... “You’re sweet.”

His expression suggested he was trying to figure out what to do with that. ‘Take as good news’ was apparently the answer. “Caramel mocha, right? Extra whip?”

“Cocoa dust on top, if you can get it away from the interns. Thanks.”

Blinking in pleased confusion, Travis nodded and left.

Gwen locked the door behind him.

“All right, Xena,” she murmured, pulling Dr. Kingston’s sample from the machine, “I want you to squeeze part of yourself into this without damaging it. Then there will be a bright light so I can look at you. Okay?”

The ripple of emotion inside her regarded the microscope with suspicion, but a hair-thin tendril of red extended itself from her sternum and slithered into the sample area. Gwen took a moment to adjust the recording mode so it would put all copies of the scans into her flash drive instead of archiving them to the mainframe - which required a small security hack she’d prepped in advance - and then leaned over to look at the live feed while she started recording.

Oh, god, this was weird. It wasn’t just that Xena’s cells were suspended in some sort of flexible crystalline structure, or that they seemed to be changing functional arrangement in front of her eyes. Parts of cells or even whole cells just seemed to fold away into nothing or come into view as if being pushed out of some invisible crease, and sometimes she could have sworn she saw two or three cells occupying the same place at the same time like some creepy photoshop overlay.

She’d had suspicions of something like this - wild speculation, really, because while theoretically other dimensions existed and theoretically it was possible to move between them, having a creature _in your body_ that could nonchalantly keep parts of itself in those other dimensions was not really your go-to hypothesis.

“Wow,” she breathed. That didn’t really do it justice.

They spent the next twenty minutes or so looking at Xena under every possible setting on the microscope, with the Other obligingly taking on different densities and forms. Then it was definitely time to go, and they felt like the first evening she’d been thrown out of the American Museum of Natural History at closing time when she still had _everything_ to explore. But having two of the Russian girl in the same place at the same time was sure to be bad for them even if it wasn’t bad for the space time continuum, so they put the flash drive back in the ‘pocket’ they’d taken it out of and made a straight line for the elevator. They caught a glimpse of Travis working his way around the other side of the lab, coffee in hand, but he didn’t see them.

Now, as long as nobody looked at the security feeds and saw two copies of the same woman walking around, they just had to walk out.

Before they reached the lobby, they spotted the real tech looking distressed at the security gate. Gwen ducked her head away from the camera and willed Xena to shift their face and blouse into something that could be mistaken for the Russian, but only at a distance. Then they dropped the badge onto the elevator floor and stepped out onto the marble floor.

The five seconds of moving across the lobby and past the Russian at the security gate felt like hours.

And then they were out in the heat and sunshine, and the world resumed its normal pace. Not much else was normal - flooded with relief, triumph, and the excitement of discovery, Gwen only barely managed not to shriek and twirl their way down the block.

They saved that for the park.


	8. Chapter 8

Gwen had fallen asleep at home for once, wandering home from Roosevelt after a long night of comparing her new slides and old data from what she now knew was called Project Venom. Which was a creepy name, but Oscorp was full of creepy names. She liked E01 better. It was smooth, technical, precise. She’d been thinking about that and dimensional interface and how good it was that Xena wrapped around her like a blanket at night when she fell asleep.

She woke up to a dark room in the small hours of the morning with Xena twitching and squirming inside her, unsettled by the air feeling...off.

The temperature was the usual thermostat-controlled seventy-two it always was in the summer, so it wasn’t that. Said air conditioning whooshed quietly in the background, not quite overwhelming the muffled traffic noise from the street below and her brothers’ snoring. The silhouettes of her furniture and the city light peeking through her curtains were all as they normally were.

There was a smell. It was so faint she had to cover her nose for a few breaths and then sniff the air again to be sure it was even there. Something a little bit like the burning dust smell that baseboard heaters gave off when you turned them on for the first time in the fall.

The Stacys’ apartment didn’t have baseboard heaters.

Gwen’s heart rate jumped, and Xena was immediately on full alert. Without much in the way of conscious thought, they found the source in under five seconds. A tangle of black in the upper corner of her room almost made her scream before she realized it was Penny and Inky.

Xena uncurled from her body in a tangle of red and black and teeth, making a sound that mingled a snake’s hiss with a guttural snarl, and the mass of black was suddenly alive with seething, snapping tentacles tipped in bared teeth that caught fragments of light spilling through the curtains. Then, almost reluctantly, they drew back into the shadow-drenched corner and Penny’s voice spilled out in a whisper. “Just me. Kinda doing the creepy Cullen thing. Just a little. Sorry.”

Gwen huffed in exasperation. “Would it kill you to text first?” Xena was still baring several sets of teeth at their guests. Gwen didn’t ask her to stop. “Or, I don’t know, stop breaking in?”

“Um.” She couldn’t make out much other than movement at first, but then her eyes got a little blurry for a second and then refocused. The room was _bright_ , and the inky-black of Penny and her Other was like precisely stroked lines of paint against the fine details of the wall and ceiling. Tendrils slid everywhere, tracing across the walls and ceiling like disturbed snakes, and in the center of it Penny was sitting with her back against the ceiling and her legs tucked up against her chest, arms wrapped around them. Inky had kept the basic lines of the Spider-Man suit, but there were no details or patterns to it - just an almost liquid smoothness that occasionally rippled where it sprouted tendrils - and the warpaint-flat eyes were pale white and enormous. Penny’s voice was the same, though: rueful, embarrassed, not entirely sorry. “You were asleep. I didn’t want to wake you.”

Gwen’s eyebrows were somewhere near her hair. Well, that’s what it felt like, anyway. She wondered if Xena’s night-vision enhancement looked anything like Penny’s Inky-goggles. Breathing deep, she tried to calm herself and her Other.

“So you opted to scare the crap out of us instead. Nice job.”

“Not one of my better ideas,” Penny sighed. Inky gave the sound a weird rumbling undertone. “I just... sorry.”

Xena took a few moments to lose the teeth and settle back onto her host, and then Gwen nudged the blankets aside. “Oh, come on. Did you leave your mouth on a rooftop? I missed you, too.”  

“Heh.” Penny chuckled, which also sounded weird with Inky joining in, but the weird was kind of sexy. “Yeah, totally disarmed, that’s me. Wisecrack away.” Inky lowered her to the floor like a circus performer in a flying rig, and Penny hopped onto the edge of the bed before curling herself around Gwen. “I had - I guess we had - a dream. It freaked me out. Inky doesn’t get why I’m upset, so now it’s upset and I’m upset and neither of us can sleep. Assuming it actually sleeps.”

Gwen wrapped Penny in an embrace less assisted than their usual of late. Xena didn’t want to have anything to do with Inky at the moment, and she only tolerated Penny because Gwen wanted her to. Inky seemed to feel the same way, wrapping itself around the edge of the bed and retracting back into Penny’s skin on the side near Gwen, which made Gwen suddenly very aware that they were both naked under their Others. Naked and very much in contact. Um.

Emotional distress. Right. They were talking about emotional distress.

Fingers carding through Penny’s hair, Gwen pressed a kiss to her forehead. “Want to talk about it?”

“I...” Penny made a little distressed sound in her throat and pressed her face into the curve of Gwen’s jaw. “Definitely not around here. Jungles that had trees that grew into each other, so high you couldn’t see the sky even if you climbed. I was shaped differently, too. Four long claws on each limb, and I had six of those, and there was a tail and a neck that could twist around corners involved. I was hunting something that was kinda like if a squirrel was built by a crazy person obsessed with knives, and I ripped it apart. There were pieces everywhere, and I liked it.”

Gwen kept stroking Penny, but the words called up flashes of images and sensations from the place she was learning to recognize as Xena’s genetic memory. An alien sunrise of violet and green and crimson, watched from the upper branches of the trees; hot copper blood in her mouth while her rival thrashed across a limb as thick as a bridge; the soft, pliant sounds of her rival’s mates trapped in her Other’s coils while she asserted her dominance over each in turn.

Blinking, Gwen hugged Penny close.

“Well that’s...vivid.” She squeezed her eyes shut, shifted on the bed to feel the here and now of the cotton sheets. “And maybe you did, but for a given value of ‘you.’”

“I know. But it doesn’t make it less creepy.” Penny squirmed a little awkwardly, then got her narrow hips tucked up against Gwen’s and her arms around Gwen’s neck. “When I woke up, it wasn’t the dream that felt wrong - it was my body for having two arms and two legs and a short neck. I mean... God.”

“Hey. You’re still you.” Gwen found Penny’s hand and laced their fingers together. “Host to a gooey alien with genetic memory, yeah, but still Penny Parker.”

“Master breaker and enterer?”

“There it is.” Gwen grinned. “The day you can talk to me without joking, that’s when I’ll be worried. Creeper.”

“Hey, you know how it is. A girl’s gotta do what a girl’s gotta do to get some full frontal action.” She felt Penny’s mouth curve up into a smile against her jaw.

Gwen’s laugh shook them both. “You’re such a guy sometimes.”

“Hey, I am the _best_ boyfriend,” Penny snarked. “I come with superpowers and, more importantly, tits.”

“Really? Are you sure they qualify for a word that impressive?”

“Oh!” Penny groaned and laughed, pinching Gwen’s ribs. It was hard, but it didn’t hurt much. “No fair! A-cup jokes are below the belt!”

Rolling Penny’s nipple under her thumb, Gwen made a show of looking down and then back up her girlfriend. “Technically they’re about six inches above the belt, if you didn’t wear your pants down around your ankles like a heathen.”

“Hey! You like my low-ride look, don’t say you don’t.” Penny wrapped an arm around the back of her neck and kissed her, warm and open-mouthed and still laughing. “I have style, I’m cool, I’m hip - I swear, whatever it is, I’ve got it.”

Though she still preferred to keep to herself, Xena pushed Gwen forward against Penny. The blonde chuckled low in her throat and nipped at Penny’s ear. “Humility?”

“I am massively endowed with humility,” Penny whispered into her jaw, nibbling along the pulse in Gwen’s throat. One hand was definitely in Gwen’s hair, and the other was definitely scratching lightly over Gwen’s back, so the delicate flutter of caress on her thighs mean that Inky was over its sulk enough to be frisky.

Gwen was willing to go with it, especially after Xena warmed up to the idea. Their Others didn’t seem to have anything resembling a sex drive, but endorphins were apparently tasty no matter what biosphere you were from. And then there was the moment that she discovered that Penny liked to be bitten, and Xena ‘volunteered’ to see just how many places she could bite Penny at once. That was going to be stuck in her head for a while, and not just for the slightly creepy afterglow when she realized they liked how Penny’s blood tasted.

“Love you, super-alien boyfriend with tits,” Gwen murmured happily into Penny’s hair.

“Mmmm. Love you, vampiric alien girlfriend.”

Shifting so she could talk to Penny’s face and not her scalp, Gwen smiled softly. “So. That whole following me to England thing still on the table?”

“Um. Do we count as importing an invasive species?” Penny grinned up at her, eyes twinkling. “Do we have to get Inky and Xena those floppy hats Sherlock Holmes wears?”

“We would most definitely be importing an invasive species, but I think we’ll get away with it.” A happy warmth was unfolding in her chest. “No hats. We are not going to be obnoxious Americans.”

“So Oxford finally stopped saying ‘oh dear’ into their tea and invited you again?” Penny’s smile was still silly-happy, but her eyes were more smug-pleased.

Gwen giggled. She hadn’t realized how worried she’d been that things had changed between them too much to still have the same path. “Yeah. They decided to shell out for two scholarships instead of getting a media shitstorm for taking one away from a sweet kid genius or miracle coma girl. And they can’t use either of us for PR unless we give the OK.”

“You kick all the ass,” Penny murmured, voice admiring. Then the snark came back. “Well, all the ass I don’t get to first. And all the international ass.”

“Of course. Wouldn’t want to horn in on your ass-kicking.” She kissed Penny again. “Speaking of, is Spider-Man going overseas, or will some other mysterious hero take up residence in London?”

“Um.” Penny stretched slowly, turning her head enough to look at the hand resting against Gwen’s hip and the mingled red and black of their Others intermingled over her fingers. “I was thinking maybe I’d leave the reds and blues in New York. Black is trendy, right?”

“Yeah, totally.” She squeezed Penny’s hand. “New York will miss you.”

“Hey, I’ll miss New York. But not the traffic or the angry stockbrokers or the giant Oscorp lizards or... huh. Maybe I won’t miss New York.” Penny lifted Gwen’s hand to her mouth and kissed it.

“I think they have traffic and stockbrokers in London, too,” Gwen said softly, then smiled. “But they’re probably more passive-aggressive than ours.”

Penny giggled. “I bet they’ll shake their umbrellas at me.”

“And tut.”

“Tut tut,” Penny agreed, faking a genuinely terrible British accent. “New York will get by without me. It did for years, right? And London has crime. I will not lack for criminals to mock. Also, y’know, punch.”

“Hmm.” Gwen pursed her lips in thought. “You’ll have to do something about Spider-Man’s voice. People might connect some dots if Ink-lad or whatever they name you sounds like a New Yorker.”

“Yeah. I was thinking about that. I do that, sometimes. Think.” Penny’s eyes twinkled. “I think I’ve got it covered. And apparently, they also need photographs in English newspapers too.”

Chuckling, Gwen snuggled closer. “You’re totally into this, aren’t you. Guess I would be too.” She took a deep breath. “So. England.”

“England.” Penny leaned in and kissed Gwen deeply, her hands sliding over the smooth muscle of her girlfriend’s shoulders. “A fresh start. New memories. Fish and chips.”

“Lots of fish and chips,” Gwen agreed. Xena signalled her own sleepy approval. “And curry. And scones.” 


	9. Chapter 9

“Motherfucker,” Penny Parker said quietly from the door of Aunt May’s house, and then started guiltily and checked over both shoulders like she was afraid someone had heard. Which, in point of fact, someone had. On the plus side, that someone was her girlfriend and not her adopted mother. On the down side, that someone was her girlfriend who might never let her live it down.

Leaning back on the couch to get a better view of Penny’s rapidly-mounting blush, Gwen grinned. “That’s so cute how much you fear May’s disappointment. Maybe I should invoke her when you’re being a dumbass.”

“I don’t fear you enough already?”

Gwen sighed dramatically. “I guess, but you’re so stupid-brave you manage to ignore it. What’s that?”

There was a momentary farce comedy routine while Penny tried to make the open envelope in her hand disappear, which was pointless to begin with, but she couldn’t actually stop herself from trying. Finally, she just gave up and walked over to the couch to hold it out.

Gwen took it, examined the embossed paper and the return address, and went from relaxed and amused to shaking with barely contained fury in about half a second.

“Motherfucking psychotic douchebag.” She opened the letter, stared at it for a second, then passed it back to Penny.

Penny scanned down it in the way people looked at papers they were hoping would magically change text on a second view. It didn’t, apparently. “Gold-plated motherfucking smug little punk.”

Gwen looked at Penny with her lips pressed into a thin line. Without a word, she stepped past the shorter girl and went to the door. Not bothering to turn around, Penny heard Gwen’s outraged, incoherent yell a few seconds later. She sat down on the couch, set the letter down carefully like she was afraid it might poison her, and did some deep breathing to keep Inky from destroying the couch while she waited. Aunt May liked the couch. It was older than Penny. It probably deserved a better fate.

Judging from the sound of shattering glass, the champagne hadn’t been likewise spared.

A longish moment of silence. Stomp stomp stomp. Thud. Stomp stomp stomp stomp. Penny risked peeking over her shoulder. The flowers and gift basket had been carried inside, and Gwen pounded through the kitchen with a broom and dust pan.

After tinkling and shattering noises from the glass recycling bin outside, Gwen joined Penny on the couch. She stared at the letter as if she was trying to set it on fire with her brain. Probably she was. Heck, knowing Gwen, Penny gave her a fifty-fifty chance of actually succeeding.

“Harry sent you champagne.”’

“I think so. That or he sent me the flowers and you the champagne, which implies things about our friendship I’d rather not think about ‘cause then I have to kill him.”

“And chocolates.”

“Yes. Because women are weak and will totally forget their vow to murder you for chocolate.”

That earned Penny a stone-faced close examination before Gwen dumped the gift basket onto the coffee table. Shit. That was going to come back to haunt her.

Her girlfriend  kept rifling through the pile. “Box tickets to Carnegie Hall.”

“Best seats in the house. I know a couple people from school who probably would give up a vow of vengeance to get their hands on those.”

“Gift cards to fancy restaurants. Gift card to Macy’s. Gift card to that skate shop you adore.” Gwen tossed them all back on the table.

“And a half-million dollar donation to a girls in tech nonprofit. In our names.” Gwen brought her hands to her face. “What the fuck is wrong with him?”

“He’s Harry fucking Osborn, so he doesn’t know how to say he’s sorry except with presents. Assuming he is sorry and not just fucking with us.” Penny tucked her knees up against her chest and stared at the table, eyes glittering with unshed tears like cut stones. “Motherfucker.”

Something in her voice must have changed, because Gwen closed the distance between them, wrapped her arms around the skater girl and rested her chin on Penny’s shoulder.

“He tried to kill you,” she whispered, pressing her face against her girlfriend’s hair.

“Yeah.” Gwen’s voice came out quiet and followed by a sharp intake of breath. “He almost did.” Then she was shaking, weeping onto Penny’s shoulder. “I felt so fucking scared and helpless. Like nothing I did would matter.” She grabbed some of the decorative tissue paper from the gift arrangement and blew her nose into it. “I have nightmares about it. Falling. Trying to fight him. Trying to - to swing to the side and grab something to hold on to. Something. But it always ends the same.”

“Me, too.” Penny’s voice cracked. “I must have gone over the geometry of it about a million times in my head. Just... just trying to prove I missed something. Trying to prove it was a mistake I made and not something that just happened without us having any control over it at all.”

Arms wrapping tighter, Gwen hiccuped a laugh. “That’s my Penny. You and responsibility.”

“Yeah.” Somewhere inside her, Inky shifted. Her eyes narrowed. “It wasn’t. My responsibility or yours. He did that. He decided to do that. To hurt you as a way to hurt us.”

Though she kept her hands on Penny, Gwen pulled away, frowning. “Down, Inky. That bass growl is creepy.”

“Huh?” Penny blinked, shaking off the image of how differently things would have gone in the clocktower if her Other had been there with her. “The what where now?”

Primary expression shifting into pissed-off alarm, Gwen made a point of sustaining eye contact. “You. Just now. The last few sentences you said were in this death-metal deep growl. You didn’t hear that? This is seriously concerning.”

“I don’t normally listen to my voice that much when I’m contemplating...” Penny stopped in mid-sentence, because what she’d been contemplating was probably not good for sharing.

“Murder?” Gwen finished for her. “Don’t say you weren’t. That whole ‘vow of vengeance’ thing--”

“Was a joke. I make jokes. It’s part of my winning charm.” Which was, technically, true. She’d been way too busy freaking out about Gwen being on life support to waste time on dramatic vows. And vengeance was much too dramatic sounding for what she wanted, anyway.

She wanted to hurt Harry Osborn as much as seeing Gwen in that hospital bed had hurt her, which would probably take some time and some doing. Her Other was very helpful, though. They’d work something out.

Gwen cleared her throat. She was still looking at Penny like she was something on a slide that had just done something unpleasant.

“I--” she looked away. Thought for a moment. Nodded to herself, looked back at Penny. “I found more information about Inky. A lot more. A lot of it was disturbing.”

“More or less disturbing than freezing a living thing, shoving it into vacuum, cutting it up for tests, burning and bludgeoning and bleeding it, isolating it from everyone else and torturing it to see what would happen while it was pregnant? Because that’s going to take some doing,” Penny murmured flatly.

Very gently, Gwen took Penny’s hand. “All that, plus killing lab workers in self-defense or revenge or possibly both. And another thing, but I want to talk about the violent tendencies thing right now.”

Penny didn’t pull away, which was hard, because that gentleness made her angry and sick with wanting to curl up against Gwen all at the same time. It didn’t feel safe. It felt trapped. “They tortured it, Gwen. I... hurting them was bad, but I can’t - won’t - blame Inky for defending itself.”

Gwen sighed. “I can’t really, either. It’s just...I can’t tell what’s your PTSD and what’s Inky. That worries me. Of course, you and me - and maybe Inky - having untreated PTSD worries me.” She gave a watery smile. “Worrying is getting really old.”

In spite of everything, Penny started to laugh. It was a little high and maybe just a little hysterical, but it was still a laugh. “‘Excuse me, doctor, I need to talk about when my best friend dropped my girlfriend down a clock tower and I failed to save her and she basically would have died without the help of an alien life form that’s now living in her, and my alien is also kinda mopey and has captivity triggers. Can it sit on the couch next to me?’”

Laughing a little herself, Gwen shoved Penny lightly - actually lightly. She seemed to be adjusting to her new strength. “And that is exactly why I haven’t been hounding you to get your ass to therapy. Though I have a cover-story for the thing with Harry. You could at least talk about that without getting outed as Spider-Man.”

“Honestly,” Penny whispered, all the laughter falling out of her again as Inky shivered inside her, reacting to her tension, “at this particular moment, that’s almost the last thing I give a fuck about.”

“And if you come to that decision after lots and lots of rational thought, I will support you one hundred percent. But impulsive or careless coming out? Not good.” Gwen settled back against Penny’s side. “Ugh. Too damn many things to worry about.”

“Public place.” Penny kissed her hair lightly. “I’m tired of running from stuff, and I don’t want to be tempted to do something stupid. Before we leave for England, we should meet Harry somewhere public. Tell him to go fuck himself or whatever.”

The girl against her went quiet and still. Penny was almost starting to think Gwen had fallen asleep when she spoke again.

“Yeah. Closure. Refusing to be victims. Lots of satisfying yelling.” She sighed. “Though I think ‘public’ is going to involve a glass wall and a telephone.”

“You didn’t hear?” Penny sighed into her hair. “He made bail two days ago. It was in the Bugle.”

Inhaling sharply, Gwen froze. Penny could almost see the thoughts racing across her face. “Okay. Apparently Xena decided to be helpful and...keep me from noticing. Fuck.” She shook herself. “And I’m really, really glad we decided about England earlier. I’d hate to spend the rest of my life wondering how much of the decision was based on getting really fucking far away from him.”

“Yeah.” Penny tilted her face up, caught a flash of surprise in the stormy blue of Gwen’s eyes and kissed her lightly. “They’re not going to let anything happen to us,” she whispered, Inky spilling through her skin to join her in stroking Gwen’s cheek. “Not ever. Neither will we.”

A smile flickered onto Gwen’s face. “Damn right. We’re bad-ass.”


	10. Chapter 10

Putting the finishing touches on her hair, Gwen stopped to press barely-shaking hands down on her dresser-top, closed her eyes, and breathed slowly and deeply for a moment. It helped, a little. Xena sending her waves of protective affection helped, too.

Today would be a first for her. Even the fear and betrayal of Doctor Connors’s...transformation was something she’d been able to process and leave at a distance. However strong her terror or towering her rage, they were too weak to register against the backdrop of her grief. She hadn’t thought about confronting Connors because nothing they could say to each other would change anything.

But Harry Osborne was trying to say something, and she wouldn’t let him control the conversation. Even if she had to do breathing exercises to keep from trembling.

She’d done her hair in a French twist, sophisticated and aloof, and had Xena emulate an ice-blue pants suit with a white blouse. It was a worthy accomplishment, if Gwen did say so herself, that she managed to present a very classy ‘do not fuck with me’ look.

She grabbed her purse and strode out.

Penny was waiting for her on the sidewalk wearing a suit. Not Spider-Man clothes - a real, actual, jacket-and-slacks-and-tie suit with a nice coat over it and everything. It made her look like the world’s shortest Mafia Don.

Gwen smiled. “Wow,” she said appreciatively, looking Penny up and down. “I didn’t think you even owned hair gel.”

“Um.” Penny shuffled her feet awkwardly and grinned. The expression was as charming as it was rueful. “Helps to have someone dress you, I guess.”

Gwen’s eyebrows went up. “Really? Damn, maybe I could have saved time if Xena had done my hair.” She hooked her arm around Penny’s. “Maybe I’ll finally give blue a try.”

Penny just stood there a minute or two, then jumped slightly when Gwen tugged on her arm. “Sorry,” she said, cheeks suddenly burning. “I was... ah. Blue. Distracted.”

Giggling, Gwen pulled her girlfriend close. “Mmm. We could try that, too. Maybe even skin tone. Don’t think I didn’t see you drooling over Uhura’s roommate.”

“Okay, I call embargo. If we have to meet a crazy guy, I can’t be thinking about you and colors. It’s just gonna make me blush and break out in inappropriate giggles all the time, and people are going to think I’m totally around the bend.”

“Okay,” Gwen nodded. “But I need snark, or I might start crying or run away and I need to do this.” She squeezed Penny’s hand. “Okay?”

“Well, let me tell you, you’ve come to the right place. Have I told you about the new signs on Broadway? No? Because I do a whole rap about the post-authenticity media industrial complex.....”

The subway ride was unremarkable. If they’d run into anyone they knew, there would have been looks of shock and concern regarding Penny’s formal wear, but nobody else realized what a rarity it was. They were just two more well-dressed New Yorkers going from here to there, laughing at their own private jokes. The anonymity of the city was one of the things she’d miss about it. Oxford was a lot smaller. People would probably recognize her on the street there, which was just a weird idea.

 _Can change skin if Gwen wants,_ Xena suggested helpfully. Damn. That was a temptation Gwen might willingly succumb to. Maybe she could set up a rotation of movie stars and see how many people she could double-take week to week.

Penny finally stopped making jokes about a block from the cafe, her jaw going tight and something dangerous uncoiling in her eyes (not literally, which was a reassurance that Gwen actually would not have imagined having to give herself a year ago). For her part, she felt the same goal-oriented clarity that had kept her panic at bay both times she’d helped Penny save the city. Which meant she would be due for a freak-out after the fact.

It would suck, but having Penny and Xena to be with would help a lot.

They didn’t speak at all once they reached their stop, just clasped hands and walked together. They didn’t let go.

Harry was sitting at one of the outdoor tables curled over his iced drink. Even with the designer sunglasses, he looked pale and sickly and like he belonged somewhere shielded from the light.

Or maybe that was Gwen’s brain getting poetic. It had been dark in the tense moment caught between him and Penny, so obviously she’d make that association. And he’d gone from seeming a little strung-out in the elevator that day to looking like the last photo in a meth PSA poster in a matter of hours, so ditto with the sickly.

Still, she was pretty sure he objectively looked like shit.

Penny pulled out the chair for her, which was nice. Boyfriendly. Also kept Penny from strangling Harry on sight, which was probably a temptation.

The psycho in question looked up at them, expression a little less congealed self-pitying gloom. “I wasn’t sure you’d come.”

“Yeah, well, you know how it is. You try to kill somebody and then ask them out for coffee, sometimes they get a little shy about taking you up on it. People are weird like that.” Penny sat sideways in her own chair, the off-center position and the suit just looking weird together. It would have been much more natural in ratty jeans and a hoodie. “Some self-preservation thing, I guess.”

Osborne stiffened, looked away, dragged a hand over his face. “I deserved that.”

Gwen snorted. “You deserve a lot more than that.”

“I--” Harry stopped, head hanging. “You wanted to come yell at me. Of course.” He sighed. “It’s your right.”

The table rattled Harry’s mug as Gwen slammed her hands down onto it. “Don’t you try to tell me what’s my right as if I need your validation, you fucking egomaniac. You exerted your big manly power over me once and you. Will. Not. Do it again. Not because you’re sorry or reformed but because I won’t let you. We won’t let you.” Gwen took her umpteenth deep breath of the day and deliberately settled back into her chair.

Silence.

“Don’t look at me,” Penny said after a few seconds. “I skipped the coma portion of the entertainment. I am of no help to you here whatsoever. If she wants to dangle you off a roof or something, I’ll get rope. Seriously, Harry, your wounded puppy eyes are not big enough to earn points here.”

 _As if she needs rope,_ Gwen snarked to herself, because public. “Nor,” she added out loud, “is your wallet.”

With a sharp intake of breath, Harry straightened up. Finally, he seemed to be interacting spontaneously. Too bad it was spontaneous stupidity. “I didn’t send the gifts to offend you. I wanted to try to make things right.”

“You _dropped Gwen down a clocktower_ and tried to kill me, Harry,” Penny hissed, her voice full of tightly leashed fury. “And then you waved your lawyer-stick and walked off like it was no big deal. You send flowers and sweets and tickets when you blow off a date. That is not what this is. You donate money when you, I don’t know, send naked pictures to the _New York Times_. That is not what this is. Do you get that?”

Osborne’s mouth twisted and one hand fiddled with his coffee. “That was horrible and I’m sorry. I truly am. I wasn’t exactly in my right mind at the time.”

Gwen’s eyes narrowed. “And how did you get that way? Find something in Special Projects to augment yourself with?” She shook her head. “Insanity isn’t an excuse if you chose it.”

Now he pounded the table, shouting. “I had no choice!” Was that a green tinge around his hairline? Gwen darted an alarmed glance to Penny. “You left me no choice, Parker.”

“We always have a choice, Harry.” Penny shot a hand out and wrapped it around his wrist - not so much a violent gesture as a point of hard physical contact. An anchor. And, yes, leverage if she needed it. “We always have a choice. Even if the options suck. Calm down. Please.” She wasn’t - quite - pleading.

Harry stood there breathing hard through flared nostrils, eyes wild and full of hate. Gwen started when she noticed that his nails had grown into claw-like points, and the green had creeped over more of his face.

And then he closed his eyes and turned away, beginning to fade back to human again. Penny didn’t try to hold him when he twisted his hand free.

Gwen stood and looked down at him collapsed in the metal chair. “Bye, Mister Osborne. I’ll see you at the trial. Don’t try to contact me again.”

It took a few seconds for Penny to stand up after Gwen, and even then, she hesitated. “If you ever get on top of this Jekyll-Hyde thing, Harry,” she whispered, “you can call me. But don’t think I’m going to forgive you.”

The expression on Harry’s face could only be described as desolate. “I guess that makes two of us.”

Gently, Gwen took Penny’s hand in her own and led her away. Penny let her. For a few blocks, they just got lost in the crowd - two more people moving on the street, looking at nothing in particular. Two people who just happened to be carrying something completely alien to the world around inside them.

“I hate that I still want to help him - fix him - at the same time I want to shove his face through the table,” Penny finally breathed. “That’s got to be something seriously wrong with me.”

Gwen squeezed her hand. “Welcome to loving a crazy person,” she said. “It happens to the best of us. Not that I want to put you through furniture. Most of the time.”

“Hey, good impulse control. The furniture isn’t cheap. Well, okay, some of it is cheap but even that’s not easy to replace.”

Gwen smiled, and that cracked the buzzing hive of emotion in her chest, and then she was laughing like she wasn’t going to stop. It didn’t take more than a few seconds before Penny went off, too, and then they were standing in the street clinging to each other and laughing like crazy people. The stream of foot traffic worked around them, glaring at them or trying not to watch or just completely confused. Finally, gasping for breath against Gwen’s shoulder, Penny managed to ease up on the laughing enough to get some words out. “I cannot wait to get to England.”

Arms wrapped firmly around her girlfriend, Gwen nodded. “Amen. I kinda want to leave early. Hang out in London. We’d have to stay in a hostel or something but I’ve got a little saved up.”

“I have to find a job and a place to live, anyway,” Penny murmured, arms tightening around her waist. “In London, I mean. I don’t exactly picture them having a big call for photographers in Oxford.”

Gwen frowned. “You’re not going to school? You had almost as many scholarship offers as I did.”

A small shrug, a little awkward, and Penny shifted a little back from her. “None of them in England. Besides, I only kinda survived the last year of high school, remember? The swing shift really makes it tough to study. The kind of place that would put up with me being a spaz all the time while I took classes, I don’t want to take classes at.”

Gwen opened her mouth like she was going to yell at Penny, then closed it again. She kept it shut while she looked her girlfriend over with pursed lips. Sometimes not being a hypocrite was really, really hard. “So,” she said finally. “Full-time crime fighting with a little photography thrown in.” She almost made it without any exhortations, but couldn’t stop herself. “Science will miss you.”

“Science has you, and it’s not like I’m going to stop tinkering with stuff.” Penny shrugged. “I can do the Einstein thing, except much cooler than patent officing.”

A smirk broke Gwen’s unhappiness. “I guess the hair is almost the same.”

“Ouch.” Penny put her hand to her chest and staggered back a couple of steps, swaying like she was going to fall down. “I am wounded. You have slain me with your wicked wit. I cannot continue in this cruel, vicious, unapp--mmph--”

One hand grabbing the Inky-jacket and the other aggressively mussing Penny’s hair, Gwen smiled into the kiss. Xena fluttered against her skin, and Gwen absently settled her symbiote. Inky warmed a little under her fingers in a way that was decidedly un-jacket-like.

They needed a room, she decided. Or a rooftop. Kissing in public was one thing. Alien-assisted cuddles (possibly X-rated) were not good for the public street.


	11. Chapter 11

Penny stared out the window. Ocean. Lots and lots of ocean.

A rattling sound made her look down. She was bouncing her leg again, and it had started shaking the tray table. She checked her phone.

“It’s been about five minutes since you last checked.” Gwen calmly slid her finger across her tablet. _London A to Z_ , probably. “I’m seriously considering sedating you for the rest of the trip.”

“Are they going to bring us peanuts? Or food? Or the drink cart thing? When does that happen?” Penny had really meant to say something witty, but the moment she opened her mouth, questions popped out. “And it’s been, like, half an hour since we left. It can’t have been just five minutes. I’ve only checked three times. Your logic is faulty. Also possibly your watch.”

The blonde put a hand to her face. “Sweetie,” she said in that voice that meant Penny had about two or three more sentences before Gwen banished her - to where was a problem, but her girlfriend was nothing if not an inventive problem-solver, “we have twelve more hours before we land and a couple before dinner. Eat some energy bars. And didn’t you download a bunch of movies?”

“They’re boring and my screen is tiny,” Penny hunched up in her seat, tucking her knees against her chest and making a face, “and they probably wouldn’t like me tinkering with electronics and I’m _bored_ and hungry and the energy bars are for emergencies and this totally isn’t an emergency yet because I’m only thinking about eating the guy two seats up from us a little and do you think they’d care if I ran up and down the plane a few dozen times when I could totally avoid hitting anyone?” One sentence. So one sentence left. Probably. Unless sentence was being determined by word count.

Which looked likely, as Gwen seemed to be contemplating the pros and cons of making Penny sit on the outside of the plane.

“You know what? Go for it.” She tucked her legs to the side to give Penny more room to maneuver. She didn’t need it, but the thought was nice. Also the looking-like-a-normal-person thing. That was probably good, too.

She actually only ran up and down the center aisle of the plane twice before a stewardess came and glared her back into her seat, which ended up with her sitting kinda sideways a little. “Apparently they don’t like it when you do that,” she mumbled, eyes on the window again.

“Imagine that.” Gwen flicked to another page, unmoved by Penny’s suffering.

Temporarily, anyway. What felt like hours but was probably only a few minutes later, Gwen sighed, slid her tablet into her purse, and produced a tightly-wrapped deli sandwich. “Here,” she said, tearing off the plastic, “I’m hungry, too. And I know you hate being cooped up.” Was that a glimmer of sympathy in her eyes? Gwen was the best.

Penny made sure to express that when she was done devouring half the sandwich. Of course, expressing that involved sort of crawling into Gwen’s seat and hanging off her like she was a particularly small yet awesome building. But it was still more comfortable and relaxing than her seat.

Sighing again, Gwen ruffled Penny’s hair before retrieving her tablet. She settled back into reading, absently stroking Penny’s wrist with her free hand. Watching the movement of her fingers with their glittery nails was nice. Kind of mesmerizing.

She woke with a jerk of her head. “Huh what?”

Gwen was gently shaking her by the shoulder. She looked relieved when Penny opened her eyes.

“Dinner,” she said, handing over a tray.

“Mmm. Dinner.” Penny uncurled herself a little, then smiled muzzily up at Gwen while she crawled back into her seat and balanced the tray on a finger. “You’re pretty.”

Gwen’s smile had a funny twist to it when she kissed Penny. “Mm. Eat your food, handsome.”

“Yes’m.” Penny snuggled up in her chair and ate. The food was pleasantly bland, and she was... um. Something. Vaguely something. Something vague? There was a joke in there somewhere, but it kept sliding through her fingers. Metaphorical fingers.

“You feel okay?” Gwen was looking at her with concern. “Or just...sleepy?”

“Mmph.” Penny yawned. It felt kinda weird, but not uncomfortable. “Kinda zoned. You’re comfy.”

“Woah,” Gwen said, going paler than usual and sitting very, very still. “That was a lot of teeth. Inky okay, too?”

Penny covered her mouth to restrain another yawn. “We’re fine. Hungry. Sleepy-hungry. I like cheese. Is there more cheese? Also... oh, mm... Nevermind.” She took another bite of her pasta, giggling. “Chocolate flavored pasta.”

The pasta wasn’t chocolate-flavored. Gwen shot alarmed looks to the as-yet oblivious people on their row, then leaned over to look at Penny’s feet. She sat back up, closed her eyes, and made herself take a few slow, deep breaths.

“Right. Okay.”  She ate like Penny imagined paranoid conspiracy-theorists would eat: short, quick jabs with her fork, looking everywhere while trying to look like she wasn’t. It was adorable. Penny considered putting down her pasta, but settled for squirming around enough to kiss her cheek.

“You’re so cute,” she mumbled. “We should make out. A lot.”

“Mm,” Gwen said through her own pasta. “After dinner.” Penny wasn’t sure if that was a brush-off or not, but the point was pleasantly clarified when Gwen put the empty plates on Penny’s table and leaned in for a kiss.

“Love you.” Gwen’s voice sounded farther away. Not that she cared much. Penny wrapped her arms around Gwen and kissed her until the world went away.

When it came back, she was looking out the window at the stars and had a splitting headache. She grunted incoherently, fumbling around until she found her bottle of spring water and then downing the whole thing. They wanted to snap down the bottle, too, but ingrained revulsion convinced Inky not to push her about it.

Gwen was asleep in the seat next to her, head resting on one of those inflatable neck pillows, mouth hanging slightly open. She looked peaceful. Penny’s phone told her that it was around two in the morning New York time. They’d be landing soonish, even if there was nothing but black below them.

Someone a couple rows ahead of them was snoring. It was incredibly annoying. _People would notice if we shoved a pillow over his face,_ she told Inky. _And it would be wrong._

Inky was not entirely convinced, but settled for demanding the rest of the chocolate in her carry-on. Penny couldn’t think of a good reason not to - well, many good reasons - so she ate it the traditional way. Then she was stuck fidgeting in the seat and checking her passport. Her phone was still in airplane mode, and she still couldn’t figure out anything to send to Aunt May, so she put it back in her ‘pocket’ and rested her head on Gwen’s arm.

Saying goodbye had sucked. Penny tried to be happy so that Aunt May wouldn’t worry and Aunt May tried to be happy so Penny wouldn’t feel guilty and both of them ignored the tears in their eyes and Penny had to break the hug before Aunt May was done so she wouldn’t stand there weeping on the woman who raised her. Was there anything she could say after that?

She was going to call. Of course she was. As soon as they got to a hostel, and once she’d found a job, and an apartment, and every week regardless. And maybe every hour on the hour for a while until she was sure that Aunt May was really okay without her.

Gwen’s goodbyes had been harder. Her mother did break down crying, for, like, an hour, and her youngest brother had stopped speaking to her a week before. She’d anticipated it, of course, and had done it the night before they left so she could collapse in Penny’s room and do some crying of her own in the shelter of her girlfriend’s arms (and the aliens’ goopy embrace, for that matter).

At least Gwen knew what she was doing in three weeks when classes started at Oxford. Her mom had been a lot more reassured by the promise of a fixed address than the fact that Penny was going with her, which hadn’t done Penny’s ego any good. On the other hand,  Mrs. Stacy was usually rough on her ego - London was going to be nerve-wracking for a whole range of reasons.

Inky’s warm, protective snarl filled Penny’s head. _I know, baby,_ she whispered to her Other. _I know. You’ll take care of me and I’ll take care of you. We’ll be fine. Don’t worry._

Unlike telling herself not to worry, reassuring Inky seemed to help with the nerves.

Speaking of Others.... She narrowed her eyes a little and prodded Gwen’s shoulder with a fingertip. When that didn’t get a response, she did it again a couple of times.

“Mmn?” Gwen finally moved on her own to stretch a little. “Hey.”

“Since when do you carry sleeping drugs, and since when is it okay to slip them to me?” Penny fumed in a whisper. “And for that matter, _how_ did you slip them to me and since when do they work on me?”

Gwen winced. “I’m sorry. I didn’t realize that’s what it was until after Xena had done it.” She wiggled her fingers. “She heard me wishing you’d go to sleep and secreted the right chemicals. How do you feel?”

“Like the morning after the one time before the spiders when I had a few shots of booze. We’re pretty cranky.” Penny took those slim fingers in hers and squeezed lightly, which was either affection or warning - she actually couldn’t tell herself. “I should be pumped that you’re a walking pharmacy, but I’m still kinda pissed.”

“I’m really sorry. That was a crappy way to discover a new ability.” Eyes going distant for a moment, Gwen tilted her head to the side. “I think we could do painkillers. Or you could try the old Advil in my purse.”

“I’ll skip,” Penny said hastily. “We’re - I mean, Inky is still a little wound up. And there are people.”

“Yeah.” Gwen nodded, then nodded again towards the back of the plane. “I can sneak you a drink if you want.”

“I’ll be okay. Just... yeah.” Penny closed her eyes, then opened them again quickly. Whatever was going on behind them involved a lot of teeth and thrashing limbs and she didn’t need that particular memory right now. Especially since it wasn’t hers to start with. “You doing okay? I mean, excited? You know, about England.”

Which was about as stylish as tripping and spilling her books, but beat letting themselves growl loud enough for someone else to hear.

Blinking at the sudden left turn in the conversation, Gwen nodded. “Um, yeah. There’s so much to see and do. And that’s before classes start.” She smiled down at Penny. “And I get to see you geek out over photography and British pop culture.”

“Um.” Blushing helped quiet her other down. “I don’t geek out. Much. Often. Okay, a little. Sometimes. Do you think they’ll have the Doctor doing signings in the airport?”

Now Gwen was grinning. “Maybe one of them. I’m hoping for Karen Gillan, myself.”

“Um.” Penny’s answering grin was a little sly. “I figured out how to see through my fingers. Well, Inky. But you know.”

Her mouth hung open. “You...what? Your _fingers_?” She eyed Penny’s hand with trepidation. “That is really weird. And sneaky. And tell me you haven’t...actually, no, not even thinking about it.”

“Um. Yeah. Well, I was tasting through it before - you know a tendril - and I wondered if I could do anything else. And apparently I can.” Penny wiggled her fingers. “Spoooooky.”

Gwen stared for a second, and then burst out laughing, covering her face with her pillow to keep from disturbing the other passengers, which meant that she was laughing into what was basically a fuzzy, u-shaped balloon, and then Penny was shaking in silent laughter, too. Shaking and running her fingertips over Gwen’s jaw because, well, she wasn’t above combining keeping the joke going with a quick look down her girlfriend’s shirt.

Said girlfriend glanced down at her hand, squeaked (quietly), and slapped the hand away, all while laughing. “Lech. How long have you been able to do that, anyway?”

“Six days or so.” Penny grinned - well, okay, leered. “I was kinda enjoying the secret.”

Gwen batted her shoulder with the pillow. “I _thought_ it was strange when you kept adjusting my skirt. It all makes sense now.”

“The truth is out there,” Penny agreed sagely. “And usually involves someone perving.”

“Why is it,” Gwen asked as she leaned into Penny, hands settling onto the smaller girl’s thighs, “that I think you’re hot when I should be annoyed?”

“Because you like my mouth?” Penny suggested, voice dropping to a husky whisper even as her cheeks heated up. “Regardless of how I’m using it?”

“Mmm,” Gwen agreed, drawing out the kiss. “Guess I do. Mile high club?”

“Bathroom,” Penny breathed. “I’ll go first. We’ll be waiting for you.”

The look on Gwen’s face said that she didn’t want to be as turned on by that as she was. Which just made Penny more excited. A few months ago, she’d have been totally freaked by the idea that she could enjoy alien-enhanced sex with her girlfriend in an airplane bathroom. Well, you could get used to all kinds of things, right? Especially when they were multi-orgasmic.

Being able to avoid touching the gross floor altogether was just a bonus.


	12. Chapter 12

Penny Parker was a born and bred New Yorker, which she would have figured was good insulation against being awed by any city. Then she’d arrived in London and... well, it wasn’t Manhattan. It really wasn’t anything like Manhattan. The city just went on and on, spilling up and down the length of the Thames and stretching out in the country for what felt like forever, and it was so thick with old things that it was like a medieval town had been suddenly taken over by the twenty-first century. Modern apartment complexes on cobblestone streets, fast-food curry restaurants next door to crumbling stone cathedrals, business-class commuters walking briskly past the London Wall. Stuff that was right out of a movie or history book to Penny was just part of the scenery to the locals, and she’d spent half the time she was supposed to be checking on housing ads just staring at the place.

And trying not to stare at the prices. Sticker shock had been a thing ever since they got to London, but five minutes with the online listings (which listed rent by the _week_ , for mercy’s sake) had convinced her that she needed roommates. A lot of roommates. Maybe a circus. Did they have circuses in England? She’d have to look that up later.  

She was already late for dinner with Gwen, but she’d gotten lost twice trying to find this place and was afraid that if she gave up now, she’d never get this close again. The listing had looked cool, and listed the price as negotiable - she liked negotiable - but when she realized she was looking at the Tower of London again a few blocks ago... well, her eyes might’ve been a little bigger than her pocketbook. But she’d spent for _ever_ finding the street (who listed a place as ‘behind’ Commercial Road’ like that was a direction, anyway?), so she didn’t want to give up without at least seeing it.

At least the little parks were nice. Old and smallish, but nice.

One more check of her phone and the inevitable ensuing argument with Google Maps brought her to the end of a narrow little row of houses, checking the address of a house that looked like something out of Masterpiece Theater and needed fresh paint. The combination didn’t really go together in her head, but it made her less nervous. She thought about having Inky dress her up in a suit, but... that just seemed like she was pretending to be a brush saleswoman or something. So she stuck with her hoodie and jeans, got her guts together and rang the number on the ad.

“Yes?” A pleasant, male voice that sounded distracted. “Who’s this?”

“Penny. Ah. Penny Parker. You’re looking for a new roommate, right?” _Smooth, Penny. Very smooth._

“Oh, roommate, yes, definitely.” He sounded much more focused now. “Do you want to come take a look?”

“Um. Yes. I’m kinda here. Sorry, I just figured that would be easier.” _As opposed to making me sound like a total spaz. Which it kinda does._ “I can, you know, wait. Or go eat and come back. Sorry, I’m American.” _Which has what to do with anything? Americans don’t call ahead? Really?_

He laughed, which was probably a good sign, and then there was the familiar thump-thump-thump of someone coming downstairs quickly, and the door opened. He was medium height, sandy hair trimmed neatly, ears that stuck out a little. He ended the call. “It’s okay. We’re open-minded here. And Ben will love your accent.”

“Um,” she said, walking up the steps to offer her hand. _Don’t think about Uncle Ben don’t think about Uncle Ben._ They were mid-handshake when she next felt called to blurt out something stupid. “I have a girlfriend.”

“Oh,” he said, face falling. “It’s a very small room, I don’t think two of you will be at all comfortable.”

“She’s going to school. At Oxford. And living there.” For some reason her sentences were coming out in fragments, instead of anything suggesting she occasionally suffered from something resembling wit. “But I want to live in London because I’m a photographer so it’s just me but I thought I should say it because I didn’t want Ben to, you know, be disappointed. Or whatever.” Apparently fragments broken up by occasional flooding. Classy.

“Ah.” Trevor looked like he was trying not to laugh again. “Well, Ben is all mine. He just likes accents.”

“Oh. Oh!” She brightened embarrassingly obviously. “Cool. That’s cool. I mean, not that it wouldn’t be cool if you had girlfriends. I’m not, like, crazy radical separatist girl.” She managed to stop the rest of the sentence before it rattled off into the river without her. “Look, I sound like a crazy person when I get nervous, but I’m not normally this bad I promise.”

“I see.” He waved her inside. “Beth works all the time, and Sarah likes to go out, so it’s really just me and Ben in the common areas most of the time. We’re happy to share - just don’t touch the telly until Ben gives you his ten-point speech. And don’t ask me to explain that - he’s my boyfriend, but it’s just embarrassing. Bathroom is down this hall - there’s a shower schedule, I’m sorry to say, but it keeps anyone from freezing their bum off. Your cupboard is on the second floor.”

“Okay. Um. Where’s my room?” Penny asked, skating around the idea of five people sharing one bathroom because that was just too much to deal with right now.

Trevor frowned at her from a few stairs above. “I just...oh. What does cupboard mean in American?”

“Overhead cabinet you put cups in.” She blinked a couple of times. “You call a bedroom a cupboard here? I hadn’t heard that one.”

“The cupboard is where you keep your clothes. I was joking about the size of the room.” He unlocked the first door off the landing. “Well, sort of joking.”

Penny poked her head in. There was probably enough space for her to turn all the way around if she was careful, but at least it already had a bed. “Closet,” her mouth rattled on while her brain was busy contemplating if it’d be easier to sleep on the ceiling. “In the States, we call it a closet. And yeah, I’m not sure joking is the word you want. Maybe ironic commentary. How much?”

Looking ruefully into the ‘bedroom,’ Trevor stuffed his hands into his jean pockets. “We were thinking fifty quid per week.”

“Um.” Penny pulled out her phone and Googled ‘quid’ because it was less awkward than asking and it maybe looked like she was checking her bank account (which she wasn’t, because all her money was either in her pocket or Gwen’s lockbox). Then she blinked twice. “Um. No. Hah. No. Was that another joke? Because if it is, you’re not very good at them.”

“Oh, thank God,” Trevor said, slumping against the doorframe. “Beth would have killed me if I didn’t try, but no, you’re right, that’s a terrible price.”

“So you prearranged attempted gouging, instead of decided to do it ‘cause I’m a dumb American?” She flashed him a grin. “I guess that’s a little better. How about three hundred... um...” she fiddled with her phone again. “A hundred seventy-five quid a month?”

His lips moved as he looked at the ceiling. “So...forty-three-ish per week? We can do that.”

“Cool. I can do that, too. Three hundred for here, a hundred fifty for food, hundred and twenty or so for a Metro pass, a hundred and thirty for everything else. Cool.” She studied her phone another second, then looked up to find him staring at her. “What?”

“Dollars?” Trevor asked. “The cheapest monthly Oyster card is one hundred twenty pounds.”

Penny felt her expression go through what was probably a fairly comic series of twitches as her brain did the conversion for her. “Two hundred dollars a month? Seriously? And that’s the cheapest?” Another couple of twitches. “Fuck. Sorry. But fuck. I... um. Right. Okay. So while we’re agreeing that I’m moving in, can you tell me what else in London is stupidly more expensive than New York - which, believe me, I never thought I’d be saying?”

“Drinks,” he said sadly. “The bars are bloody extortion.” He glanced at her jeans-and-hoodie ‘outfit.’ “Freelance photographer, you’ll be fine on clothes. You’re healthy? No prescriptions?”

“Ridiculously.” She smiled lopsidedly. “And I have clothes. Um. From home. So I won’t look totally trashy when I go pick up my checks from the papers.” _Which I am suddenly hoping will be much more substantial than the **Bugle** ’s._ “I don’t really drink. But I go out a lot. Walking. And stuff.” Because explaining that she was planning to superhero in her spare time was not the conversation she wanted to be having right now.

Trevor looked slightly less like an older sibling talking a small child down from the roof. “Well, maybe it’ll work for you. Hope so, anyway.”

“Because otherwise you have to find a new roomie, and she won’t be as funny as I am.” Ah, good. Power was restored to her quipping generator. That was reassuring.

“Exactly,” he smiled. “So, the others want to meet you before we make it official, but you might as well settle in. If I like someone, everyone else tends to.”

“Good.” She was suddenly on the edge of laughing because the relief was so intense. Sure, she was going to be broke in two weeks and she didn’t actually so much have a job lined up as a list of people to call from Robbie (all of who she’d called twice so far and was hoping for a callback soon), but she had a place and at least one roommate who didn’t think she was a total freak (or at least liked it if he did). London was the place she lived now. Penny Parker lived in London.

Okay. That didn’t sound so scary after all. “I’m meeting my girlfriend for dinner,” she told him, grinning what at least felt like a manic sort of grin, “but do you want me to call someone before I bring my stuff by? I figure I probably have to pass inspection - or at least pay - before I get a key.”

Trevor nodded, tapping on his phone. “Yeah. Beth’ll be home when you get back and Sarah will make a point to wait to leave again until she meets you. Ben has the swing shift, so he’ll be a bit.”

“Cool.” _See, Aunt May? I got this. Penny Parker, responsible adult._ “Thanks, Trevor. And I’ll tell Beth you totally gave me the hard sell on the rent.”

His expression of relief made her imagine that Beth was secretly a giant lizard, which was a lot less funny than it would have been before she had to keep New York from turning into them. “Brilliant. See you later, then.”

She ran her hand down the wall as she went down, smiling to herself, and was half the way to Shadwell station before she came down off the rush. Then she fished her phone out of her pocket, fiddled with Google and got a good voice connection. “Hey, Aunt May,” she said when the machine predictably picked up. “I don’t actually remember what time it is there, so I’m not calling your cell. But I found an apartment, and the people there seem really nice. Mostly. So I think things are going to be just fine. Miss you. How are you doing? Is the refrigerator acting up again, or....”


	13. Chapter 13

“I’m afraid you may have misunderstood, Miss,” her new Biochem professor said. She was middle-aged, wearing a dark, scratchy-looking skirt suit, and had an extreme case of Resting Bitch Face. Gwen liked that about her, and she’d been impressed by the first lecture. She was looking forward to the next one, too, even if she couldn’t get an answer for one of her questions.

“How so, Professor Fitzgerald?” She stood with her best posture. Thanks to Xena, it was possibly the best posture the old wood-paneled hall had seen for years.

“Questions are for office hours or your tutor,” the scientist sighed. Like it was something she had to explain to boorish Americans every year. “Lectures are simply that.”

Gwen blinked. “Oh,” she said, disappointed.

A single stern eyebrow rose in expectation. Gwen drew a blank for a full three seconds before realizing what was required. “Um, I’m sorry, I didn’t know.”

The eyebrow retreated. So did the professor. Gwen let her go.

_Weird food and light switches on the outside of the room and no questions? In university?_

She walked across the campus, glaring at the lovely autumn foliage and the various Brits going about their British ways. Times like these, she wished she’d gone to Yale instead.

The nearest cafe, at least, was familiar in its coffee smells and espresso machine sounds and collection of students typing away madly at laptops or talking among themselves. Gwen ordered her favorite.

By the time her drink was finished, there was exactly one open seat in the cafe. And with good reason: it was at a table for two, the other occupant being a Polynesian-looking guy who was easily three or four times Gwen’s mass.

“Excuse me,” she said, trying to muster some friendliness. “Is this seat taken?”

He blinked at her a couple of times, then said, “You’re Gwen Stacy.”

She laughed nervously. “Yeah, that’s me. Guess word gets around.” _He has an American accent._ “You’re....crap, sorry, I forgot your name, but you’re the other fellowship student, aren’t you?” Her eyes flicked to the chair and  back up to his face. Christ, even sitting down he was almost tall enough to look her in the eye.

“Aleki Leiua. I don’t think you spent as much time Googling me as my family spent Googling you.” He had a nice, shy smile that didn’t go with his frame at all. “I think my mother was praying for you to wake up, but not quite so soon. I’m just glad we both got here.”

This time, Gwen’s laugh wasn’t nervous. “I don’t blame her. It’s a pretty sweet ride,” she admitted, and tried to be grateful. “So, I’m going to sit now unless you say something.” She did. He didn’t.

The latte was almost right. Something was a bit off - the sweetener or the water or the milk or something. She sighed.

“I don’t know what’s wrong with it, either, but at least it isn’t what they call pot roast.” Aleki hunched his shoulders and shuddered. “They have heard of spices in this country, right? At some point?”

“The Indian food is good here. But traditionally? No, I think their idea of seasoning is deep-frying.”

“Salt,” he groaned. “Salt ham, salt pork, salt beef, salt stew....”

“Seriously,” she agreed, feeling more herself than she had in days.

 _The salt is good,_ Xena opined, shifting against Gwen’s back to make her ‘jacket’ more comfortable. _Increased sodium intake is optimizing growth._

Gwen coughed. Luckily she wasn’t currently drinking her ‘coffee.’ _Wait, you’re going to get **bigger**? Are you even going to still fit?_

On second thought, she didn’t really want an answer to that one. Too late. _Too much math,_ Xena objected sulkily. _Explaining is hard. Making us fit is easy. Plenty of energy for folding. Still far behind parent. Growing is good for us._

Folding. Right. Maybe that was what Xena called the disappearing cell trick?

 _Not disappearing. Still attached. Just not here._ Gwen caught herself - or Xena using her eyes, it was hard to tell which was which sometimes - eyeballing Aleki’s fries hungrily. He was busy checking his phone, so her momentary distraction and food-ogling went unremarked.

 _We’ll eat soon,_ Gwen promised. _Don’t sneak other people’s food._

“So,” she said, trying to engage Aleki and look like a normal human at the same time, “how did that indoor ecosystem model go? Writing your own software sounds frustrating.”  

“It’s mainly just a lot of looking at the same stuff over and over trying to figure out where the new thing you added broke something. But you get used to it. How’s biochem?” He threw in another shudder. “Are they making you do dissections yet? I can’t stand dissections.”

She laughed. “I think we have one next week. But I’m more interested in the multigenerational studies. Probably with fruit flies or cuttlefish or something. I’m hoping they’ll let me try to make a bioluminescent rabbit or something.”

_We could do much more interesting things than glowy bunny. And scalpels are boring. Fingers are better._

“Hey, if you make one, I want one,” Aleki said, finally grinning. “I used to raise rabbits.”

“I’ll put your name on it,” she said. She got him talking about the rabbits, and his background in general (she’d Google him later to see what else was out there) and the conversation went from that topic to Gwen’s (heavily edited) internship at Oscorp to her (equally redacted) saving New York from lizardhood and her (even more heavily edited) coma and revival.

“So New York. Wow.” He shook his head a little. “I went there once. You know, to Broadway. So... um... have you ever seen Spider-man? I know a lot of people think he’s a hoax, but....”

Gwen was proud that she managed not to sigh, or throw her hands up, or start talking about what a dumb flake Spider-Man could be and how it was really lucky for him that Gwen was just that into nerdy and butch.

“He’s real,” she said levelly instead, watching Aleki’s face. “Kept the crazy lizard man from wrecking the whole antidote thing I set up. Most days it’s just sticking muggers to walls and stuff. I know how nuts that sounds.”

“Wow. That must be like knowing Peyton Manning... I mean, you know, meeting him.” Aleki shook his head and had a couple more fries while he thought about that. “Nobody’s posted anything about him for a couple of months now. I hope he’s okay. Even muggings must be dangerous.”

“I think he can handle himself,” she said, sipping her drink. “It’s nice of you to care.” The next time Penny needed a pick-me-up, she’d tell her about Aleki.

_Our parent looks after her,_ Xena hummed smugly. _Only dangerous for muggers._


	14. Chapter 14

The first real problem with London... well, the first real problem with London was that it was unspeakably expensive and Penny Parker was - after three weeks of patching together freelance gigs and running around London with her girlfriend like a tourist - embarrassingly broke. But that was only peripherally a Spider-Man thing. From a Spider-Man perspective, which was the only one Penny was willing to think about at the moment, the first real problem with London was that it was as flat as she was. Okay, not _completely_ flat - there were a few big buildings huddled up in what Google told her was Canary Wharf and a few more in the old city of London itself (which was apparently a separate thing for some reason) - but in Manhattan it was practically a forest of skyscrapers to swing around between. London was more like a couple of very tiny groves.

So flying around between skyscrapers was out. Fortunately, three weeks to think about it had let her get lateral. Think less arboreal, more trapdoor. Well, that and the sheer number of hours she’d spent riding around in the Tube. After that, the idea of using the tunnel systems to get around hadn’t exactly been rocket science.

Still, it worked. Not only that, but it was kinda a relief in other ways, because Inky was more comfortable moving around at night and she wasn’t wearing her old colors anyway and Penny was starting to enjoy working for newspapers who thought of her as something other than Spider-Man’s pet photographer. So the longer it took anyone to realize there was a new superhero (which sounded much nicer than vigilante or freak) in London, the happier she was going to be.

All of which led to crawling across the curved ceiling of a tube station in Croydon, Inky smothering her into invisibility in the flickering shadows of the halogen lights strung below her, watching a half-dozen socially disadvantaged youths experiencing testosterone and alcohol poisoning in roughly equal measure while they shoved each other around and eyeballed the young woman waiting for the next train and hiding behind the thin shield of her newspaper.

Some of the stuff coming out of their mouths made her blood simmer, but Penny had a strict rule about not inflicting potentially lingering injury for anything less serious than assault. Sure, it was arbitrary, but it worked for her. As much as it was annoying her at the moment, because what she really wanted to do was....

One of the boys finished his bottle of some horrible bottom-shelf alcohol and hefted it experimentally. Penny smiled. _Oh, yeah. Definitely my type. Dumb as a box of rocks. Come on, dress-for-less. You know you want to._

The bottle wasn’t even two feet out of his hand when it vanished into the dark of the tube tunnel with a liquid _fwip_. There was no audible impact, no sound of it breaking up on the tracks. What there was, deep and resonant and echoing, was a growl.

The boys clumped up, shouting various and unimportant stupid back. The woman cowered. Penny felt a little bit bad about that, but it beat getting hit with a bottle. Besides, she enjoyed the theatrics now that she was getting used to them.

Now, for instance: white eyes opened in the suddenly mobile shadows over the platform. Dull, broken light reflected off teeth. Liquid, mobile tendrils of shadow wrapped around light fixtures and oozed over the lip of the platform ceiling. A voice - feminine, sure, if you could call a snarl from the nightmares of a Swedish death metal band feminine - snarled out of the thickening dark. “You want to run real bad, boys. You give a girl trouble, you never know who might be watching. Or hungry.”

Not that she’d eat them. They looked stringy and totally unappetizing and also it would be wrong.

Four of them ran. Nice to know they had a few brain cells to rub together between them. Another one curled up in a ball and started whimpering. The last one - he of the thrown bottle - pulled a knife.

Oh, yes. He was definitely her type. A few strands of Inky-as-web were enough to haul him up to her, and she made sure he had enough time to scream himself hoarse before she knocked him out (and broke his throwing arm, too, just for something to remember her by).

The woman was still, blank-faced and terrified. Penny leaned out over the lip of the platform, making sure Inky was sticking to basically her Spider-Man mask except in black, and waved. “It’s all right, ma’am. You can wait for your train. I’ll call the cops. Don’t worry about it.”

The woman stared. Penny hung off the wall. “So,” she said after a moment, “this is the part when I normally disappear. Can I count on you not to, you know, fall and hit your head?”

“Bugger me sideways,” the woman whispered.

“Yeah, no, not one of the services I offer. Though I have to say, you’re not hard on the eyes. Best to the guy or girl of your choice.” Penny ducked back up onto the room, then braced a line and slid off down the tube. She was pretty sure the woman had moved up to shouting profanity (and possibly kicking the guy huddled up in the corner) by the time she was mostly out of earshot.

“Could have gone worse, Parker,” she whispered to herself as she picked an exit tunnel to crawl up out of. “Could have gone worse.”

Of course, there was always the fumbling for her keys in her ‘pockets’ on the front steps of her new house while she waited for Inky to cough them up. Which was a metaphor she was not totally comfortable with, now that she thought about it. Maybe she’d ask Gwen whether their Others had somewhere to store things other than their stomachs. Assuming they had stomachs.

Maybe she wouldn’t, actually, because confirmation was worse than suspicion.

The boys were snuggled on the couch, Trevor half-asleep on Ben’s deep chest. “Hi, Penny,” Ben greeted her, waving a beer. “We’re Tivoing the game if you didn’t catch it.”

Penny stopped for a minute, staring, then shook her head slowly. “Am I more tired than I think I am,” she mumbled, “or are they playing racket-ball on a football field with a croquet stand on each end of a bowling lane?”

Giving her a mildly horrified look - a brief one, because pausing the game would mean either putting down the beer or no longer holding Trevor’s pale hand in his dark one - Ben just snorted.

“We call it ‘cricket,’” Trevor piped up, a wicked smirk on his mouth. “That’s the pitch. He’s the batsman. The long wooden thing in his hand is a bat and....”

Twenty minutes later, a beer richer but very little more informed, Penny begged off on the grounds that she needed to sleep and made an emergency beeline for the stairs. It was two in the morning. Surely nobody was going to get between her and her closet-cupboard-bed place.

“You’re back!” If it weren’t for the whole Spider-Man thing, Penny wouldn’t have believed that someone as energetic and cheerful as Sarah could still manage to jump suddenly out of nowhere. At this point, she was giving fifty-fifty that she and Inky would run into the pretty redhead - sorry, ginger - during patrol. “Tomorrow is Monster night at Candy Bar. It’s completely brilliant, you have to come.”

“Monster what?” Penny blurted, bumping against the wall and trying to convince Inky this was not a moment to show sharp pointy teeth. “Where? Why? Who? Also possibly how?”

Sarah laughed. She laughed a lot when Penny talked. Penny was still uncertain about the whole ‘at vs. with’ thing, though. “Monster night! They put a monster movie on the screen, play spooky music, people put on masks and costumes.” Her enthusiasm was undaunted by Penny’s half freak-out, but she did seem to adjust her gushing slightly. “You know Candy Bar, don’t you? All women. I know you have a girlfriend, but it’s nice to just be around other lesbians sometimes, don’t you think?”

“Um,” Penny pontificated. “Yes. Well. Yes. Sure. Sounds great. Costumes?”

“Wonderful!” Sarah bounced on her toes, smile lighting up the hallway. “Oh, yeah, it doesn’t have to be much. A mask would be fine. Some of the femmes dress like the women in monster movies - I guess the butches dress like the men, too, come to think of it - but I once saw someone in a wicked Godzilla get-up, and I don’t know what her girlfriend was but there were tentacles involved. You can borrow one of my masks if you’d like.”

“I’ll figure something out.” She was going to make an excuse. Tomorrow. When she could think of one. Agreeing now would get her to bed sooner. “Sleeping. I need to sleep. Don’t you sleep?”

Another laugh. “Oh, some. Don’t you have an energy drink now and then? Anyway, goodnight! I’m so excited! I’ll text Gemma and Parveen, maybe Emily...” Then, mercifully, Sarah basically skipped her way downstairs to do who knows what. Penny stared after her for a minute, feeling more than a little like she’d wandered in front of a Tube coach, and finally gave up trying to make sense of anything.

“Bed,” she mumbled as she pushed open the door to her bedroom and got it mercifully shut again before anything else ambushed her. “Bed, sleep, photographs. Excuse. Figure it out tomorrow.” She flopped face-first into the pillows and was out before she remembered to turn off the light.

Inky did it for her.

**Notes for the Chapter:**

> And that brings us to our new status quo, and the end of our story (for now). We know we've left a lot of questions hanging, but (as the lag in getting this finished probably tells you) our lives are very busy right now with things that including changing homes and writing an actual for-pay novel, so we don't know when we'll be able to come back to Penny and Gwen and their Others in a way that does them justice. For those of you who've read an enjoyed it, thank you for your patience, and we hope the end of this present volume satisfies you enough to be going on with.
> 
> Until we see you again, take care. And don't look up in Tube stations. ;)


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